The Trilogy of Twin Spiders: Season 1
by NeoNazo356
Summary: Once upon a time, Peter Parker was nothing more than a wimpy nerd. Then, after being bitten by a genetically-modified super-spider, he gains great power, but at the cost of one who always told him such things came with great responsibility. While in one life he may have been alone in his adventures, in this one he has a comrade at his back. One who shares the same power as he.
1. A Bite of Fate

Today was the big day of the Midtown Manhattan High School trip to the Genetics Lab at Empire State University. While most were there to get out of classes, a select few were there to learn the wonders of science.

Peter Parker, nephew of Ben and May Parker, was a "text book nerd", and was beat on constantly by his more popular peers. Gwen Stacy, best friend of Peter, was also dubbed a "text book nerd", but wasn't pushed around as much. And then there's Harry Osborn, son of Norman Osborn, and eventual successor to Oscorp.

But on this day, a _fourth _individual would be introduced to their lives, and their fates intertwined in ways unimaginable.

* * *

At that moment, Peter and Gwen stood by one of the tanks at ESU. Inside was a medium-sized green lizard.

"Isn't this exciting?" Gwen asked as the lizard flicked its tongue.

"Sure. If you liked things that crawled out from under a rock," Flash Thompson, quarterback and residential bully for M3 said as he tapped the glass, slightly agitating the lizard inside. "Or if you _are _one. Hahahahaha."

"If you're going to insult my intelligence, you should at least have the decency to get your facts straight," a voice said from behind them.

Flash, Liz Allan (who was holding his arm), Peter, and Gwen all turned around to see a boy around their age. his hair was bleached-blond, his eyes a light blue. He wore a black shirt under a white lab coat that nearly touched the floor, his sleeves rolled up past the elbows as he took notes down on a clipboard.

"And just who the heck are you?" Flash asked the lab coat-wearing boy.

"Benjamin," the boy said. "So who the heck are _you_?"

"I'm Flash Thompson, quarterback for the Midtown Manhattan Magnets," Flash said confidendly.

Benjamin yawned. "Don't care."

"Phft. Yeah, whatever," Flash said as he walked off. "Know-it-all geek."

"Thanks for that," Peter said as he held out his hand to Benjamin.

"It wasn't any big deal," he said as he finally took Peter's hand and shook it. "I just can't stand empty-headed jocks like him."

"I haven't seen you before," Gwen said. "Do you go to Midtown High?"

Benjamin shook his head. "Nah. I'm home-schooled, although I work as a Junior Lab Assistant with Dr. Connors and my parents, Dr. Eric and Dawn Reilly, here at ESU."

"Oh, that's cool. My name's Gwen by the way, and this is Peter" Gwen said. "It's nice to meet you Benjamin."

"You don't need to be so formal. You can just call me Ben," he said.

"Funny, my uncle has the same name," Peter remarked.

"Must be a coincidence," Ben said as he took a few more notes on his clipboard. "Maybe I'll see you later. Enjoy the rest of your tour."

With that Ben walked off into the lab, and Gwen walked over to the center of the lab while Peter continued to look at the lizards.

"And over _here _we have ESU's collection of _spiders_," Martha Connors, wife of Curt Connors explained motioning to the 3 by 5 case tank. "All genetically altered to combine the most impressive traits from multiple species into... fifteen _super _spiders."

"Um. There are only _fourteen_," Gwen pointed out as she looked at the middle tank. "One's missing."

"Oh. Hmm. My husband must've removed it for further study," she said as she looked at the empty tank also.

At the same time as Peter looked at the lizards, he felt something light scurrying across his hand. He looked down at it and saw a small spider with strange red and blue coloring on its body. The next moment it bit down into his hand.

* * *

**To answer this question right away for any of you Spider Man veterans out there before you ask: Ben Reilly is NOT a clone in this story. In this story he is a natural-born human (who is NOT clone-related). **

**Dr. Eric and Dr. Dawn Reilly are OCs for use in this FanFic. Oh, and I guess Ben Reilly in this story too since he isn't a clone this time around (though I suppose he'd be an OOC in this instance).**

**Anyway, sorry to cut the chapter short, but I just thought I'd leave a little cliffhanger. **


	2. Survival and Fate

**One summer later.**

Gwen Stacy had spent her summer at Science Camp, and Harry spent his summer following his dad across the world, learning the trade to eventually take over the family business. Peter, well, he's spent the summer as New York's newest super hero, Spider Man, and had been foiling crimes all summer with the help of the amazing powers he'd somehow been given from the bite of that mysterious red-and-blue spider.

Anyway to catch you up to speed, Peter thought that "things would be different" this year and asked the head cheerleader, Sally Avril, out on a date, and was shot down horribly in front of the majority of the student body. Oh, and he had his lunch stolen.

But, yeah, that's high school for ya.

Anyway, getting past that messiness.

"Well _that _didn't turn out as planned," Peter admitted. _Plus they stole my lunch._

"Hey, you can't win 'em all," Gwen said patting Peter on the shoulder.

"By the way Pete, have you talked to that Ben kid during the summer?" Harry asked. "He seemed to know a lot about the ESU labs."

"You mean the kid-genius from the field trip?" Peter said remembering the field trip before the summer (and the you-know-what). "I visited the ESU labs once or twice, but didn't really get to know him any better."

"You know, he was pretty nice to us on that field trip," Gwen said. "Maybe after school we could pay him a visit."

"That sounds like a good idea," Harry said. "Maybe he could give us a private tour."

* * *

**One school day and one encounter of the avian-variety later.**

"Ah, that's _great _Harry, I-I'm glad your dad's safe," Peter said into his cell phone as he walked up to the ESU Labs, missing his shoes. "Me? Well uh… You know, I _tried _to follow them, on foot, and um, I ran for _blocks, _but uh, yeah, I guess that was pretty useless," he added as he discretely slipped his web shooters into his back. "Uh, hey look, I'm late, and Gwen's giving me the look, so uh, bye."

"I _so _was not giving you the _look_," Gwen said.

"But I _am _late right?" Peter asked causally.

"Always bro," Eddie said as he walked over.

"Ah, Eddie, it's great to see you," Gwen said as she walked over and gave him a hug.

"Hey Gwen," Eddie replied.

"Bro, what're you doing here?" Peter asked.

"I work here. I'm the Connor's personal lab assistant," Eddie said. "Not bad for a frage _huh_?"

"Heheh, Eddie Brock's a _freshman_," Peter said jokingly.

"_College_ Freshman little man," Eddie said, then looked down. "And I'm guessing you're missing me at Midtown High huh? No one to keep Flash Thompson off you back? He stole your shoes again huh?"

"That's why I learn from home," a tired-sounding voice said from behind them. "No little distractions to slow you down like lost _lost footware_."

Peter and Gwen both turned around to see a familiar face working on a laptob at one of the desks. The familiar white lab coat and bleached-blonde hair gave him away instantly.

"Ben! It's good to see you again," Peter said as he walked over. "You remember Gwen, from the field trip?"

Ben closed his laptop and got out of his seat. "Well, how could I forget some of the brightest students I've seen?" he said casually as he rolled up the sleeves on his lab coat. "Any allergic reaction to the spider bite?" he asked Peter more directly.

"Um, no. No allergic reaction here," Peter said, holding as straight a face as he could.

Ben nodded in recognition as he walked over past the tanks. "Hmm. Good. I wouldn't want ESU to get sued just because of a little genetically enhance spider."

"Well _that's _certainly an interesting way of putting it," Eddie said. "Anyway, let me introduce the two of you to Mr. and Mrs. Connors," he said as he escorted the two of them over to Dr. Martha Connors.

"Curt, would you please stop hiding in your office?" Dr. Martha said into the closed office. "The new interns are here."

"Coming," Dr. Curt said as he came out of the office. "Ah, you two must be the new interns I've been told about," he said as he walked over.

"Shake with your left hand," Ben whispered into Peter's ear.

"Huh?" Peter asked

"Just_ do _it?" Ben said more firmly this time.

"It's nice to meet you Dr. Connors," Peter said as he shook with his_ left _hand, where he would've normally shook with his_ right_.

"Eddie's told us great things about the two of you," Dr. Martha said.

"I told them you wore clean underwear," Eddie said jokingly into Peter's ear. "Good thing I didn't say _socks_."

"Anyway, since this is your first day, we'll take things easy before your next visit," Dr. Martha explained. "I'll have Eddie or Ben escort you through the lab."

Peter naturally went with Eddie, since the two of them were childhood friends, while Gwen decided to go with Ben, since she didn't really get to know him that well.

"Okay Peter, you're free to ask any question," Eddie said.

"Here's one," Peter said. "How much does this gig _pay_?"

"Heh. Pay?" Eddie asked. "Peter, you're a high school student with _zero_ experience. You aren't getting paid."

At the same time at the other end of the lab.

"So, um, Ben," Gwen asked as the two of them walked past the empty spider cages. "How long have you worked at the ESU labs?"

"Since elementary school," Ben said as he picked up a clipboard and looked over the information. "I've been homeschooled since the dodgeball incident at my old school, so since then I've been able to focus more on my studies."

"Oh, that's interesting," Gwen said. "Um… What's the _dodgeball _incident?"

At that moment a chill visibly wend down Ben's spine, causing him to nearly drop his clipboard on the floor before he caught it and regained his composure. "It still gives me nightmares," he said grimly. "If you wouldn't mind, could you please ask a different question?" he asked, a little nervously at the mention of that _dicey _subject.

"Um, sure," Gwen said as she looked around the lab. "Hm. What happened to the spiders you had?" she asked pointing to the spot where the fifteen cages used to be.

"The fifteen _super _spiders?" Ben said. "That project was discontinued a month ago."

"Oh," Gwen said. "Did they…"

Ben caught what Gwen was about to ask and answered, "They weren't killed. However, no more experimentation is being done on them, so now I'm keeping them in my bedroom as pets."

"Oh, that's good," Gwen said relieved. They may've just been little oddly-colored spiders, but to her _all _life was precious. That's why she wasn't a big meat fan, though she _did _enjoy a good slice of bacon when it was cooked just right.

"Although we _never _were able to find that one spider," Ben said to himself. "Hey Gwen. do you mind if I ask _you _a question?"

"Oh. Sure, go ahead," Gwen answered.

"It's been a while since I've been to public school," Ben said. "I just wanted to know what public school was? Do nerds still get shoved into lockers and _other _stereotypes like that?"

"You've pretty much hit the nail on the head with that statement," Gwen replied half-jokingly.

Ben looked over to Peter and saw he looked a little downtrodden. "Hey Gwen, why don't you go over and talk to Peter? He looks a bit down."

"Oh, uh, sure," Gwen said. "Hey, I'll see you later," she said before leaving.

"I'll look forward to it," Ben said with a nod of the head as Gwen walked off, smiling a little as he took one last look at her before walking back to his own little corner.

* * *

That evening at the Reilly residence, Ben had just closed his laptop computer after finishing his lessons and went into the kitchen to grab a snack before heading off to bed for the evening.

"Mom and dad are later than usual," he said to himself as he grabbed a carton of milk and drank its contents. "I better call the lab and see what's taking them so long."

Just as he reached for the phone, it began ringing on its own. Ben picked it up and answered, "Hello?"

"Yes, is this Ben Reilly," the voice on the other end of the line asked.

"It is. Who is this?" Ben asked as he took another big gulp.

"We've sent someone over to your residence to pick you up. Our officer will be there in a moment," the voice said.

Ben immediately spit out his milk in the classic spit-take, nearly dropping the phone before catching it and bringing it back up to his head. "Woah wait a minute! I didn't do anything! I swear!" he blurted out as he repositioned the phone awkwardly in his hand.

"You aren't in trouble young man," the voice on the other end of the line said. "It's about your parents. Something's happened."

At that moment Ben's heart sank.

* * *

At the Manhattan police headquarters, Ben sat in the office of police captain George Stacy, his hands folded in his lap as he tried to hold himself together. The words the officer said on the phone kept playing in his head like a broken record as he tried to make sense of the situation.

"Benjamin, I'm sorry I have to be the one to tell you this, but… both your parents were found shot in a gang drive-by an hour ago," George said, trying to console Ben the best he could.

Tears leaked down Ben's face. "_*sniff* _How are they?"

George sighed as he looked Ben in the eyes. "They were... pronounced _dead_ at the scene... I'm so sorry."

Ben's fists tightened and his knuckles whitened as he clamped his eyes shut. "And what of the criminal _filth_ who did it?" he said as his eyes visibly filled with hatred.

George didn't answer immediately, but eventually did after a tense minute. "They're still at large."

At that moment Ben's heart broke into a thousand pieces. _No! Why? This isn't fair! How could this have happened? _"DAMMIT! THEY NEVER DID ANYTHING WRONG!" he suddenly blurted out slamming both his fists onto Geoge's desk.

At that moment an officer opened the door and pointed a gun at Ben, thinking he had heard the start of the conflict, but George's raised hand signalled him to go back to what he was doing.

"I understand how you feel," George said, trying to console Ben the best he could as the door to his office shut. "Rest assured that we'll do everything in our power to bring the people who did this to justice."

Ben's gaze was turned to the ground as he got up from his seat. "I'm going home. If you won't provide transportation, I'll just go on my own."

George sighed as he hastily grabbed his keys. "Alright then. I'll take you home."

Ben whipped the tears from his face as he followed George out the office door. "Thanks. _*sniff*_"

* * *

The next day at the ESU labs, Peter and Gwen arrived after school like usual.

"Doctor Connors. We're here," Gwen called as Peter closed the door behind her. However, when they looked to the corner of the lab, her and Peter's happy attitudes quickly died.

Ben was sitting in a chair at the far end of the lab, his face in his hands and his shoulders shaking as Curt, Martha, and Eddie tried to console him. Tears were rollind down his face, and his eyes were red from the lack of sleep.

"What happened?" Peter asked as he and Gwen stepped forward.

Eddie sighed as he pulled Peter and Gwen aside to the other end of the lab. "Ben... He kinda lost his parents last night. They were gunned down in a gang drive-by."

Peter's heart sank even further, knowing that if maybe _he'd_ done something differently on patrol last night, that maybe he could've prevented Ben from losing _his_ parents. It was bad enough he lost his uncle when he could've done something about it, but his new friend losing_ both_ was just too much to bear.

"This must be why my dad was home late last night," Gwen said sadly, remembering that he was home later then usual. "Now I can understand why he didn't want to talk about his day."

"I think maybe you should just wait in Doctor Connor's office while we try to work with Ben," Eddie said. "His parents dying has had a worse psychological reaction then we could've thought."

"What do you mean?" Peter asked.

Upon having that question asked, Gwen immediately pulled out her cell phone and hit number 1 on the speed dial. "Dad. Something happened last night with Ben didn't it?"

On the other end of the line, George sighed as the sound of him drinking his coffee could be heard. _"I'm not so sure I should be talking to you about someone else's problems?"_

Gwen then remembered that her dad didn't know she knew Ben. "Ben's our friend, and I think we have the right to know, so that way we can help him get through this."

George audibly sighed as he recalled the events of last night. _"Very well. It went like this."_

**FLASHBACK**

George's patrol car pulled to the front of the Reilly residence. George got out first, then walked around to the other side and let Ben out. His eyes were empty, almost like there was no soul in them, and his movements were sluggish like a zombie's as he lumbered toward his late parent's home.

"Are you going to be okay by yourself?" George asked as he and Ben walked up to the door.

Ben didn't answer immediately, as he was fumbling through his pockets half-heartedly to find his keys. "I'm a big boy now," he said in a half-hearted monotone voice as he entered the house. "I'm a big boy now."

George sighed as he walked back to his car. Seeing someone as young as Ben having to lose both parents in a single night was never easy to experience. "I've given you my number. If you ever need any help, you can always give he a call."

"Uh huh," Ben replied, empty as he was. "Mom... Dad... I'm home," he said as he entered the house, absent-mindedly failing to close the door behind him. George sighed as he leaned forward to close the door behind him himself, however what he heard next would make his stomach turn for months, possibly years to come. "Mom...? Dad...? No... No this can't be happening!" _***CRASH***_"NO! NO! NOOOOO! AAAAAARRRGH!" the blond cried as the sounds of frenzied thrashing and crashing furniture rung out from the opposite side of the door, George kicking it in to see the once-distraught blond now tearing the place apart, tears streaming down his face as he cried out in anguish.

"Mom…? Dad…? AAAARRRGHH!"

**FLASHBACK END**

"Oh man," Peter sighed as he sat down in his chair. "He's even worse off then when I lost Uncle Ben. I mean _sure _I mourned, but I never had a full-blown _panic _attack."

"I'm sure that right now he needs his friends with him," Eddie said. "Although after you talk to him, I think it'd be best if you just headed home."

"Okay, sure," Gwen said as Eddie left the room.

"I can't believe Ben lost both his parents last night," Peter repeated as he digested everything he'd just heard.

"But what happened last night when he got back home?" Gwen asked. "From what my dad said, the moment Ben walked into the house, he started flipping out. Had to put him in a sleeper hold so he wouldn't hurt himself."

_"_I... think I may know _why _he did that," Peter responded.

"Well what happened then?" Gwen asked.

"I think when he got home, that the shock of having his parent's… pass on," Peter explained, choosing his words carefully, "that maybe his mind just couldn't handle the loss, and he just... snapped."

"So if what you're saying is true," Gwen responded, "then Ben's just going to scream and pass out every time he goes home?"

"I'm no psychologist or anything," Peter said, "but your guess is as good as mine."

"Well I don't have anything better, so maybe we should tell the others about this," Gwen said as she got up from her seat.

* * *

"I'm so sorry for your loss," Dr. Curt said as he put his hand on Ben's shoulder. "It must not be easy to have this happen to you, especially since you're so young."

" . . . " was Ben's response, his eyes still as empty as they were the evening before.

"Come on, I'll take you home," Dr. Martha said as she helped Ben out of the chair and walked him to the door.

Just as Ben and Dr. Martha were about to get to the door, Peter and Gwen exited Dr. Curt's office and looked all around the lab. Just as the door was about to close behind them, Peter caught sight of them and ran for the door. "Wait!"

"Oh, Peter, is something the matter?" Dr. Martha asked, Ben still staring into space like a zombie.

"You can't take Ben back home!" Gwen cried as she ran up behind them. "If you do, Ben will just pass out again!"

"What are the two of you talking about?" Dr. Curt asked.

One drawn-out explanation later.

"Hm. I never would've thought about it that way," Dr. Curt said after digesting all he'd been told.

"Until we can get a more professional's opinion on this, I think it'd be best if Ben stay somewhere else," Dr. Martha suggested.

"Well, does Ben have any other family here in Manhattan?" Gwen asked.

" . . . No one else . . . " Ben said in a defeated voice. " . . . No one else . . . "

"Huh?" Gwen asked, shaking his shoulder and trying to make eye contact.

"He means he doesn't have any other family," Dr. Curt explained. "His parents were the only family he had."

"So what're we going to do then?" Gwen asked. "We can't just put him up in a foster home. He'll never make it with the way he is now."

Peter saw the empty, defeated look in Ben's eyes as he happened to be looking up from the floor, his face still a little damp from his tears, and his eyes bagged and bloodshot from the obvious crying. It was then that he came to a decision. "I'll take him in."

"Say again?" Eddie asked.

"There's a guest room at our house we hardly ever use," Peter explained. "I figure until Ben's in better mental health that he stay over at my house."

"But are you really so sure about that idea?" Gwen asked.

"Ben and I are pretty similar in… _that_ regard," Peter explained, picking his words very carefully. "I'm sure we can manage."

"I think that would be a good idea," Dr. Martha added. "Plus, I don't think your father would be all that willing to take him in," she said directly to Gwen.

"Why not?" she asked. The next moment Dr. Martha whispered into her ear, and her cheeks reddened a bit. "Oh. Right."

"All right then. I'll call Aunt May now," Peter said as he dialed his cell phone.

* * *

A long bus ride and walk later.

Gwen and Peter both escorted Ben to the Parker residence in Foerst Hills, Mr. and Mrs. Connors said that they'd go by the Reilly residence to pick up some of Ben's belongings, provided Aunt May agreed to take Ben in for a while until the shock of his parent's death lessened.

"Aunt May, I'm back," Peter said as he opened the door for the others.

"Welcome home Peter," Aunt May said as she came into the room. "Dinner's just about done, so it should be ready in about a few minutes. Oh, who's your new friend?"

"Yeah, Aunt May, there's kinds something I need to talk to you about," Peter said as he walked to the kitchen. "Do you think you could follow me to the kitchen?"

"Why sure Peter," she answered. "You two just make yourselves comfortable," she said to the others as she went into the kitchen behind Peter.

Gwen sat Ben down onto the couch and waited for Peter to get back. Ben was just as lifeless as he'd been before, so the least she could do was at least talk to him. "So uh, Ben. How've things been going?"

Ben didn't respond right away. When he looked up to a picture of Peter, Uncle Ben, and Aunt May, he finally responded. " . . . Lousy . . . "

Gwen mentally smacked herself on the forehead. _Totally wrong question. Gotta try something else. _"So uh, you do anything special with your parents this summer?" she asked, but immediately put her hand to her mouth as Ben's expression seemed to get darker. _Oh man! I did it again!_

* * *

At the same time in the kitchen.

"What did you want to talk to me about?" Aunt May asked.

Peter sighed as he pulled out a chair and took a seat. "You remember my friend Ben from the ESU Lab that I met on the field trip?"

"Oh was _that _him?" she asked. "I haven't met him myself, so I didn't know at first. He seems like a nice boy."

"Yeah, well . . . " Peter said, awkwardly trying to get to the gist of what he wanted to ask her. "Ben… He kinda lost his parents yesterday."

"Oh my, how horrible," Aunt May said, remembering how Peter had lost both his parents and Uncle Ben as well.

"Yeah well, due to certain… _circumstances_, he can't return to his home at the moment," Peter explained. "And um, I was wondering if-"

"You don't need to say another word, Peter," Aunt May said as she got up from her seat. "I'll go get the guest room ready. Also, I'm sure that Ben would like to have a hot meal right about now. I'll set out another plate for dinner."

"But I didn't even say anything yet," Peter said.

"You and your Uncle Ben are alike in so many ways," Aunt May said as she headed for the stairs, "including the way you can care for other people."

"Thanks Aunt May," Peter said. "I'm sure that Ben will really appreciate this."

"Why don't you go back to the living room and watch some TV?" Aunt May said as she put a hand to the handrail. "I'll get the casserole out in a bit."

"Okay Aunt May," Peter said as he went into the living room.

* * *

When Peter entered the living room, he sat down on the couch and turned on the TV after sitting down in the lounge chair. As fate would have it, the TV had already been on the News Channel the last time it was on.

"In recent news, confirmed sightings of the rumored "_Spider Man_", have been confirmed after a large-scale conflict occurred over the streets of Manhattan between him and another individual wearing some kind of harness that allowed for sustained flight," the news reporter stated. "More details will be revealed as they become available."

On the screen showed footage of Spider Man swinging over the city, chasing the Vulture who had Norman Osbron in his talons.

"Wow. So Spider Man _is _real," Gwen said after watching the footage.

"He _sure _is," Peter said leaning back and putting his feet up on the table.

"Peter. Please take your feet off the coffee table," Aunt May called from upstairs.

"How does she always know?" Peter asked as he put his feet down.

"Woman's intuition," Ben answered, actually forming a complete sentence.

"Ben! You're awake!" Peter said surprised.

Ben sighed. "I may be out of it, but I'm not a _zombie_."

"Well that's good to hear," Peter said. "But what did you mean by what you said earlier?"

"My mom… always knew about these kinds of things," Ben replied, then smelled the air. "Is something cooking?"

"Oh yeah, my Aunt May makes the best casserole," Peter replied.

" . . . Can I have some?" Ben asked after a minute. "I haven't really had anything to eat since… last night."

"Actually there's something I'd like to ask you," Peter said. "Would you-"

"Like to move in until I'm in a better mood?" Ben interrupted.

"How did you-" Peter said before-

"Know?" Ben interrupted again. "I heard the two of you from the kitchen."

"So-" Peter said again before-

"I'm thankful for the offer," Ben said.

"Okay, how are you-" Peter asked-

"Finishing all your sentences?" Ben interrupted for the fourth time. "I've learned to read four steps ahead into other people's conversations."

"Well that seems very-" Peter said before-

"Odd?" Ben interrupted for the _fifth _time, his mood lightening a tiny bit.

"I'll let it slide this time," Peter said, but then realized he was actually able to finish his sentence.

"What?" Ben asked as Peter gave him an odd look when he realized that his sentence hadn't been interrupted. "I'm smart enough to know when something gets old," Ben said indignantly crossing his arms.

* * *

As the sun had set, Peter had snuck out of the house after dinner to retrieve his shoes that he had left at the Osborn penthouse when he left to pursue the Vulture the first time.

"Man, _nothing _seems to be going right today," Peter mumbled to himself as he lowered himself down from a web line onto the balcony. "The _Amazing _Spider Man has to sneak around, for his _own _shoes, I strike out with Sally Arvile, I've got no money, and worst of all, Ben lost _both _his parents in one night."

He dropped off the web line and found his shoes nestled into a corner, thankfully no one had found them since then. After securing them in a web bag he had slung over his shoulder, he hopped onto the railing and was about to head home when he suddenly caught sight of the Vulture, heading right for Norman Osborn's private limo.

He quickly discarded his shoes _again_, and leapt off the roof in pursuit of the Vulture.

"You won't escape me again!" the Vulture shouted.

_My thought's exactly, _Peter said to himself, somehow not noticing the black helicopter following behind him.

As the limo turned around a left corner, the Vulture was about to catch up to it when suddenly-

"Trick or _treat_!" Peter said as he swung into a powerful two-legged kick, knocking the Vulture off his course before landing on the side of a nearby building. "Haha, I mean, you _are _celebrating Halloween in September right?" he asked as he leapt off the sides of the two buildings before chasing after the Vulture again. "Or, am I not one to talk?" Peter said as he latched a web line onto the Vulture's right foot.

The next moment the Vulture swooped down to the rooftops. Peter quickly ran across the first one, before jumping a gap to the second, and finally leaping over a spike on the peak of a building before being dragged along in the air again. At the same time the same black helicopter had followed behind him the whole way.

"Woah! My Spider Sense is tingling!" Peter said to himself as he felt the familiar tingling sensation in the back of his skull.

The next he was caught in a green net from behind and thrown loose from the Vulture. As he fell towards the streets, he was able to work one of his arms free and shoot a line at one of the gargoyles on the rooftop, only to have it give the moment he touched down on the side of the building and send him hurtling down to the roof of another building with a radio tower and a heli-pad. He quickly rolled out of the way of the following statue and tore his way free from the net just in time to see two guys in black outfits drop out of a helicopter and onto the roof and surround him on both sides.

The smaller one suddenly drop-kicked him into the arms of the larger one, and was instantly pulled into a bear hug.

"Hey, if you needed a breath mint," Peter groaned as he tried to get free, "you could've asked."

The large man grinned as Peter tried to get free, but was able to get his arms free and latch two lines onto his moustache before pulling back, causing him to let go.

Peter quickly backflipped out of the way of the smaller man, who was twirling his retractable staff, blocking any webbing that came at him. He continued to launch lines of webbing, but this guy was clearly no amateur as he kept flipping out of the way, or repelling the attacks with his staff.

Peter swiftly got within range of the smaller guy and went hand to hand, but when his opponent swept out in a wide kick, he leapt away to have his Spider Sense flare. He looked behind him and saw the larger one was about to pound him into the roof, but he quickly launched webbing at his arms, only for them to be torn up.

"Oh. That's not good," Peter said to himself as the large man slammed his fists into the roof, only to have Peter leap over his head. However, Peter was plucked out of the air by his ankle and thrown to the edge of the roof past his accomplice.

As Peter got back up to his feet, the two assailants began to corner him. The next moment, the helicopter hovering in the air behind them shot a green energy laser onto the roof behind Spider Man the instant he tried to back away.

"Uh, uh, uh," a western-sounding voice said from the helicopter. "Boys need a work out. No turning tail."

"Okay seriously. Who _are _you guys?" Peter asked. _I need to lose these three and get back to Norman. The Vulture could get to him at any moment._

Peter quickly leapt over the smaller one's head and narrowly dodged a stab attack that got the staff caught in the roof. Peter quickly launched a web line after leaping over him and landed on the roof beside him, only to be kicked into the air. As he flailed through the air, his opponent followed him with a flying kick, but missed and was caught by some web lines. Peter began to spin him around, increasing his velocity before slamming him into the larger one.

"Not that this hasn't been fun and all," Peter said as he headed for the edge of the roof, "but there's this Vulture guy I really need to get to and-" Just as he'd leapt off the building, the larger one leapt after him and pulled him into another bear hug. "Okay. You're strong. Point taken," Peter grumbled under the man's strength. "But can you do _this_?"

Peter guided the both of them to the side of the building and let his feet stick to it, the sudden stop throwing the larger one off his back and to the streets. "Didn't think so," he responded before launching some webbing at his hands and binding them as he tied the webbing to a flag pole. "Now I know you can tear through this, but I wouldn't _recommend _it."

The next moment he dropped off the flag and swung off in the direction Norman's limo went. At the same time, the black helicopter continued to follow behind him through the night sky.

* * *

Minutes later Peter finally caught sight of the Vulture, who at the moment was tearing a large section of the roof out with his bare hands after having slashed it with his wings.

"You _will _apologize!" the Vulture cried as he punched at Norman, only to have him dodge.

"I won't!" Norman retorted, somehow not losing his cool at the current situation he was in.

The next moment Peter tore off the back right door of the limo and swung into the back seat. "Ooh. Sweet ride," he complimented as he looked around the limousine. "The sun roof come standard?" he asked as he launched himself through the hole in the roof, forcing the Vulture away.

"_Why _are you defending that _thief _Osborn?" the Vulture demanded as he slashed at Spider Man with his wing blades.

"Hey! Not cool!" Peter said as he got a cut across his chest. "You know how much these spider suits cost?"

As he followed after the Vulture, the black helicopter finally caught up to him and began shooting lasers at him. At the same time the Vulture continued to tail the limo, and that he was slowly gaining on it.

_There's one thing I know for sure_, Peter thought to himself as he caught up to the Vulture. _I can't let Harry lose his dad like how I lost Uncle Ben, or how _Ben _lost both his parents._

The next moment he touched down onto the Vulture's back. "Surf's up! Wahoo!"

While the Vulture tried to shake Spider Man off, Norman's limo managed to pull into a parking structure, safely out of the line of fire.

"Noooo!" the Vulture cried as Spider Man steered him above the parking garage before letting go. "This is all _your _fault!"

As Peter swung around a tall building, the Vulture on his tail, the black helicopter swerved around in the other direction, and he found himself pinned between a rock and a hard place. After a moment's thought, the gears began to turn on how to end this little struggle.

_Two birds, one stone, _Peter thought to himself as he put his plan into action.

As the helicopter fired lasers at him, he landed on the side of the building, using himself as bait for the Vulture. He quickly leapt away just as the Vulture punched at him, getting his arm caught in the window. The next moment he leapt under the helicopter and adhered itself to the underside of it, safely out of the pilot's line of sight.

The Vulture yanked his fist free and was upon Spider Man within seconds. "Did you _really _think you could hide from me _there_?" he demanded as he closed in on him.

Peter didn't answer. Instead he leapt off and adhered himself to the Vulture's back, and then launched a web line onto the bottom of the helicopter and swung the Vulture into the helicopter's tail rotor, smashing both the Vulture's right wing and the helicopter's stabilizing propellers in one fell swoop.

As the helicopter began to spin out, the Vulture began to panic as he suddenly found himself hanging in mid-air.

"My, my wing! I can't steer!" the Vulture cried as he flailed about in the air, still hovering despite the loss of his right wing.

"Yeah, but you're still airborne," Peter commented, a bit of intrigue in his voice. "How does _that _work?" he asked himself. "Oh Vultie, your hump's _humming_," he said as he drove his his into the machinery on the Vulture's back before tearing out several circuit boards.

"What have you done?" the Vulture cried as the two of them began to free fall. "You've _doomed _us both!"

"You seem to be forgetting _just _who I am," Peter said as he pulled the Vulture in with a web line and swung down to the police station.

Once he got down, he quickly tied the Vulture up in a mass of webbing upside down before swinging off into the night to let the proper authorities handle the situation.

* * *

That evening after Peter had returned from his battle against Adrian Toomes, otherwise known as the Vulture, and the mysterious helicopter-riding hit men who had called themselves The Enforcers.

Peter had just landed silently on the roof, still in his Spider Man outfit, and had just crawled in through the window when his Spider Sense suddenly flared, the bedroom window being shut behind him in a single movement trapping him in his own room. As he reeled around and was about to deliver a Spider-strength punch to the intruder, he suddenly stopped when the light was suddenly turned on, and Ben Reilly's presence was revealed, and that he was a few inches away from a black eye.

"Um, Ben, hey, uh, I can explain," Peter said as he fidgeted a little in his costume, trying to come up with some sort of excuse. "Um. This is for a _costume_ party."

"Don't play me for a fool," Ben said cooly. "I know that before last summer you were bitten by one of ESU's genetically enhanced spiders and given super powers from it in the form of your supposed _body-wide _mutations. I also know that you've been swinging around New York at night as the rumored _Spider Man _all summer."

Peter suddenly froze, but realized that Aunt May was currently sleeping, and that she wouldn't hear most of this. _I guess I'll just have to steer the conversation away from the outfit and convince him none of this is relevant, _he told himself. "Um, how'd you figure it out?" _Crap! Why'd I just say that? I was supposed to convince him I _wasn't _Spider Man!_

"Because," Ben said as his slipped his shoes off onto the floor, and then suddenly backflipped onto the ceiling and stuck to it, surprising Peter in the process as he sat on his heels on the ceiling. "You and I, are one in the same."

"Wait! You can stick to walls _too_?" Peter asked shocked at the sudden display.

"Oh so _now _you don't feign ignorance," Ben said ti gunsekf as he rubbed the bridge of his nose. "Anyway it doesn't matter. All that _does _matter is that I know you're Spider Man."

"So what do you want?" Peter asked, hoping Ben didn't turn out to be a bad guy after all.

"A deal," Ben said as he crawled down from the ceiling and extended his hand. "In exchange for helping you understand your powers to their fullest extent, I want you to bring me the men who killed my parents."

"Hold on!" Peter interrupted, stepping back from Ben's extended hand. "Just how long have you _had _your powers?"

"At least nine months prior to _you _getting _yours_," Ben explained. "In that short time, I've come close to gauging most of my own powers. However, now that I've found out that _you _developed powers from that spider bite as well, I can determine whether or not _all _people bitten by the super spiders will develop the same powers to the same or similar degrees."

"So. What do you want then?" Peter asked.

"I want the men who killed my parents brought to me if you ever manage to find them," Ben said, holding his hand out again. "After that I'll deal with them myself."

"Wait a minute. What will you do to them?" Peter asked.

Ben didn't respond. Instead he walked towards the door and opened it after letting his hand drop. "Get ready for bed. You have school in the morning."

As the door was silently shut, Peter sighed as he digested everything that had happened. Not only had his _own _identity been compromised within a matter of minuted, but he also learned that his new friend had gotten spider powers too. Nine months before _he_ had.

"Man, fate sure must have it in for me," Peter grumbled to himself as he slipped out of his Spider Man outfit and stashed everything under his bed before letting his face fall into his pillow. "I guess for now I'll just have to deal with it and hope things go for the best."

* * *

**Sorry if I cut out some "episode content" in this chapter, but I kinda wanted to get to the meaty part of the chapter. ****Any that isn't directly illustrated (or in this case written) happens as it normally did in the animated series.**

**Also (again), when I say "Peter", I usually mean when he's in his Spider Man outfit while he's doing his hero duties. Otherwise he's in his "civilian clothing" when he isn't running around in red and blue spandex.**

**As for that one word that Eddie said that started with an 'f', I didn't really know what it meant, so I just put what it sounded like.**

**P.S. This will be the last chapter that has the word "Fate" in its title. The next ones will be more original.**


	3. Electric Encounters

For Ben Reilly, the son of the two bio-geneticists Eric Reilly and Dawn Reilly, the world had come crumbling down all around him.

After his parents had been killed in a gang drive-by, he found himself in a shattered world, his only living relatives gone from this world.

Then, from the darkness, a ray of hope shone onto him in the form of a boy he had met before the previous summer. Peter Parker and his Aunt May (whose maiden name is eerily the same as _his _surname) had agreed to take him into their home until he could come to terms with his parent's death.

However, at the moment the Parkers were having problems of their own, those of the _financial _variety. So he helped them in the best way he knew how. He had managed to "sneak" some of his inheritance money into Aunt May's account to help until he could supplement his rent with the pay from a part-time job, since his only source of financial income _before_ had been from a fair allowance given to him from his parents.

Also, now that his parent's were gone, and he didn't have the heart to continue the individual education program he'd been a part of while they were alive, he had been enrolled in Midtown Manhattan High by the Connors, his credentials having him catch up to Peter's class immediately. Also, due to his "condition", he was scheduled in the same classes as Peter so that he'd always have a friend nearby.

For Peter Parker, things weren't much better either.

Not only had he found out that Aunt May was having trouble financially, but that Ben's parents had been killed last night while he was on patrol. His guilt kept telling him that if he'd done something different, that maybe he could've prevented Ben from suffering the same fate that he had when he had failed to save his _own _Ben.

And not to mention the fact that not only had Ben compromised his identity almost immediately with little to no effort, but that he had also revealed that _he'd_been bitten by the same strain of genetically enhanced spider several months prior. At the moment he felt a little inadequate. Not only had Ben been working at the ESU Labs for most of his life, but he had also taken the time to actually _gauge _the extent of his own powers.

At the moment, Ben had only been able to reveal to Peter that his "Spider Sense", as he dubbed it, gave him several hundredths of a second's warning to any potential threat, be it a falling safe, a thrown punch, or a dodge ball, and that his theorised body-wide mutations from the spider bite he received should allow him to respond in kind at his given inhuman speed.

* * *

The next day at Midtown Manhattan High, Peter, Gwen, and Harry all arrived at the school courtyard at the same time. Ben felt the most comfortable around both Peter and Gwen, and he agreed that even in his current predicament, that he should at least _try _to be friends with Harry, even though he didn't know him that well.

At the moment, the four of them had passed under the main arch and were walking across the courtyard to the front door when Harry suddenly spoke up.

"Um, Peter, I think your new _friend _is drawing some unnecessary attention to himself," Harry said nervously as he motioned to their group's left and right flanks.

"What do you mean?" Peter asked. "Oh. That," he said realizing that Ben _did _stand out a bit amongst their group.

At the moment, Ben was wearing a T-shirt borrowed from Peter (since the Connors hadn't yet been able to go into the Reilly residence to pick up some of Ben's clothes), blue jeans, his own pair of red and black sneakers, and one of Peter's spare backpacks slung over his shoulder.

However that on its own wasn't what was garnering the student's attention, nor was his natural bleached-blond hair. It was that he was still wearing his ESU Labs-issued white lab coat in addition to his own clothing. He had probably been wearing it for so long during his time at the ESU Labs that he happened to pick it up on an unconscious reflex.

"You _do _have to admit," Harry said, "the guy _does _stick out like a sore thumb. Especially the way he's moping about."

"Don't remind me," Peter muttered to himself.

"Well look'it here?" Flash said as he walked up, followed by his posse. "The _Nerd _Brigade has added a new member."

"Oh great. Its _Flash_," Peter mumbled to himself. _A guy like him is the _last _thing Ben needs right now._

"Let's continue," Ben muttered to himself as he walked forward, only to have Flash grab his shoulder and pull him backwards, facing him.

"Hey _labcoat_! Don't walk away when I'm talking to you!" Flash demanded, trying to intimidate Ben like he did all _other _"nerds".

Ben looked to the right hand on his shoulder, and then directly into Flash's eyes. "Remove your hand from my shoulder this instant."

"Or _what?_" Flash asked as he pushed Ben backwards. "You going to _do _something about it?"

The next moment Ben grabbed Flash's right thumb between his index finger and thumb, and right after activating his Spider-Traction (as _he_ called it), held it in place as he twisted it behind his back, then nudged him in the back of the leg sending him to his knees.

"Hey! What do you think you're doing?" Liz demanded as she and the rest of the group walked forward, only to be stopped in their tracks by Ben's sudden hate-filled stare being directed right at them.

"Listen. I don't' _care_ who you think you are, or what your social status or whatever is," Ben said as his hate-filled stare held them all frozen in place, "but I've got my _own _problems, so unless you want your _friend _here to have to learn to use a fork with a different _hand_, you'll all leave me alone." The next moment he twisted Flash's thumb for emphasis, causing him to yelp in pain. "Capiche?"

Sally's eyes narrowed at the "nerd" who dared to _defy _them. "You wouldn't _dare_."

"Listen _granny_," Ben said, narrowing his eyes at Sally. "Any of you make one false move, and your friend's after-school activities will consist of something _besides _football."

For what felt like forever, Ben faced off against the_ popular_ group in a heated contest of wits. A moment later the rest of the opposing group backed away, however unwillingly it be.

"Smart move," Ben said as he let go of Flash's thumb before walking off. "Come on guys. We'll be late for class if we dawdle here any longer."

"Um, okay," Gwen said as she followed him.

"Say uh, Ben. What did you just _do _to him?" Harry asked. "That was _amazing_."

"Few holds are just as effective as the simple _Thumb_ Hold," Ben answered as he continued for the door. "If you want I can teach it to you some time."

Back at the fountain, Flash narrowed his eyes as he was just humiliated by the lab coat-wearing nerd in front of half the school. The next moment he reached into his buddy's duffel bag and grabbed a football. After a minute of taking aim, he threw the it straight at the back of Ben's head.

Back with Peter's group, both his and Ben's Spider Sense flared from the incoming projectile.

"Ben, look-" Peter said-

The next moment just as the football was about to careen into the back of Ben's head, he suddenly flipped backwards into a bicycle kick, and in one swift move sent the football right back at Flash.

"Gah!" Flash cried as the side of the football suddenly hit him directly in the eye.

At the same time, everyone in the courtyard was completely amazed at the new kid's sudden display of inhuman athletic prowess.

"Woah…" was all Gwen could say as Ben rose to his feet.

"Ben… How on Earth did you just do that?" Harry asked.

_Oh no. Ben didn't think that one through, _Peter thought to himself as Ben dusted the imaginary dust from his shoulders. _How's he going to explain _this_?_

"Two years of _gymnastics_ classes," Ben said, loud enough for some of the people around them to hear.

_Oh. Well _that _works, _Peter thought to himself as he realized _why_ Ben said that one part a little more loudly then necessary. _He used the gymnastics classes as an excuse so he can do stuff like that, but still have a logical explanation. Smart._

As the four of them walked through the school doors, the collected student body stood in silence as Flash Thompson held his hand over his left eye.

* * *

Needless to say, things went awkwardly at school for the rest of that day as the group of four "limped" through all their classes in an awkward silence. The day couldn't have ended soon enough, but thankfully the school bell rang without any awkward interaction between Peter and Flash's groups.

Later that evening at the ESU Labs. As Peter, Gwen, Ben, Mr. & Mrs. Connors, and Eddie all worked in the eerie green light of the large tank, a man that Peter, Gwen, and Ben didn't recognize was working with the electrical systems.

"In nature, everything is connected," Dr. Curt narrated as he grabbed a hook-shaped tool. "As scientists, we expand and explore on those connections for the benefit of mankind."

"We're experimenting with genetically altered electric rays and eels," Eddie added.

Dr. Curt pressed a red button on the wall, causing the tank to move out into the room. The tank was emitting an eerie green light, and was in fact filled with a variety of electric rays and eels.

"Think what it would mean if we _harnessed _this bioelectricity?" Dr. Curt said as he probed into the tank and lifted up an eel. "We could generate an alternate form of energy. A new… _clean _source of power."

"It sounds great, but uh," Peter said as he tapped the glass. "You might want to clean the tank."

"One, it's clean," Ben said. "This stuff, Eddie and I call it _sludge_, increases the eel's bioelectric signatures. Two," Ben said as he pulled Peter's fist away from the tank. "_Don't _tap the glass. It aggitates the animals, and we dont' need them to be aggitated."

"Uh, sorry," Peter said.

"But yes, the eel's signatures are so intense, we've been forced to upgrade the lab's bioelectric filters," Dr. Curt added.

"Heh. Don't you mean _I've _been forced," the guy by the electrical components asked as he pulled out a power drill.

"Oh, right, I stand corrected," Dr. Curt replied. "We're forcing _Max _here to."

"Like I said," Max replied as he got back to work.

"Curt, I need to get Billy to bed," Dr. Martha said as their son yawned.

"Sorry honey, I just lost track of time," Dr. Curt said.

"_You_? No, no. I'm _shocked_," she said jokingly as she kissed him on the cheek.

"Well, I've got to wait for Max to finish, but uh, you go ahead and take Billy home," Dr. Curt replied.

"Um, Curt, you might want to send the others home too," Dr. Martha added. "It _is _a school night."

"Oh, um, right," Dr. Curt said awkwardly. "Go on you three."

"Have a safe evening," Ben said as he left with the others.

"Oh, and don't worry Ben, we'll get your stuff over to Peter's house as soon as possible," Dr. Martha added.

"Take your time," Ben said with a wave of his hand. "There isn't any rush."

After they left the lab, Ben pulled out his cell phone and hit the speed dial button. "Hey Aunt May. It's Ben. Um, listen, Peter and I are going to make sure that Gwen gets home safely, and then I'll make sure he's home in time for bed."

"What's _that _about?" Gwen asked.

"Oh uh, I've asked Ben to take care of calling Aunt May in case we aren't home by ten," Peter replied. "I'm thankful you agreed to take care of this. It's a load off my shoulders."

"It's nothing really," Ben replied. "Oh, but Gwen, what do you think of ESU's latest project?"

"Well it's _amazing_," Gwen said as they headed for the bust stop. "Imagine what would happen if this project were successful?"

"Try not to get bitten by one of the _eels_," Ben told Peter. "Wouldn't want you getting bitten by a genetically enhanced animal _and _get electrocuted at the same time."

"I'll uh, keep that in mind," Peter replied nervously. _Oh, like _he _has the right to criticize me on that. He got bitten by one of those genetically enhanced spiders _too_._

* * *

After a bit of an embarrassing entrance on Peter's behalf, he sat down awkwardly between Gwen and Harry, Ben sitting on the edge of the table next to Harry, wearing his lab coat as usual earning him a few looks from the other classmates.

"All right class, settle down," Aaron Warren, Midtown's biology teacher announced as he walked down the left aisle with a stack of papers in his hand. "I know you're all _eager_ to see the results of yesterday's tests."

"C minus, sweet!" Flash cheered as he was handed back his paper. "The Flash _completes _another pass."

"Yeah. _Barely_," Ben muttered, earning a glare from the just-passing football player.

When Mr. Warner passed Liz _hers_, she looked completely down at her **D -**.

"Nice job Mr. Parker. Another A plus," Mr. Warren said as he passed Peter his test paper back. "Mr. Reilly, perfect score. I wouldn't expect nothing less from the son of two bio-geneticists."

"Yeah. I'm sure they'd love to put it up on the _fridge_," Ben muttered as he took his paper back. "Oh! Sorry Mr. Warner, didn't mean to snap at you. I've just… had my own problems lately. Sorry."

"No need to apologize," Mr. Warren replied as he stepped back to the front of the class. When approached with adding a new student to his roster, he was made aware of Ben's situation.

Just as Peter was looking at his paper, Ben tapped the end of his pencil on the desk twice in rapid succession, their early-warning system for each other to be on their guard. A moment later, his Spider Sense flared.

"Oops," he said as he purposely dropped his test paper and bent down to pick it up right after Flash threw the football he had in his hand, and accidentally sent it flying right at Mr. Warren's back.

"Mr. Thompson," Mr. Warren said a little bit peeved as the papers he had in his hand were scattered all over the floor. Flash immediately threw up his newspaper to hide himself.

* * *

The next day at school.

Peter sighed as he held a bunch of terrible pictures he'd taken himself during last night's _scuffle_. "Blurry. Blurry. Oh! Nice one of my elbow, or my knee, maybe. And this one would've been _great_, if my _arm _was two feet longer." _Ugh. There's no way the Bugle will take _any _of these. Not only does Lightning Butt get away, but I've got _nothing _to show for it._

"Hey Peter," Ben said as he came up behind him. "What're you looking at?"

"The pictures I took last night," Peter replied, passing them to Ben.

"Um… These are…" Ben said as he looked them over. "To put it _nicely_, suckish."

"Yeah, don't remind me," Peter said to himself as he took the pictures back, crumbled them up into a ball, and tossed them into the nearest trash can.

"You know, I think I may have an idea for how you can take better pics," Ben said.

"Well speak up, cause I'm all ears," Peter replied.

"Stick the camera to a wall in a high place with a web, preferably in a high corner with a good view," Ben whispered into Peter's ear. "Set it to auto, and you should be able to get some useful pics for the Bugle."

"Hm. I'll be sure to try that next time," Peter said. "Thanks."

"No need," Ben replied. "So uh… How's tutoring working out for ya?"

"She ignored me the whole time," Peter said. "But, I'm going to give it another shot."

"I suppose you should," Ben said. "But don't wait on her forever. You need to remember your _own_ priorities."

"Peter! Ben!" Gwen said as she came up behind them. "I just talked to Eddie. There was some kind of incident at the lab."

Ben and Peter looked at each other and thought, _Please don't let it be a genetically-enhanced _eel _bite._

* * *

Later that evening at the ESU Labs. The sky was darkening by the minute, and they threatened to pour rain over the entire city.

_Man, I can't believe what happened to Max, _Peter thought to himself as he looked at the eels in the tank. _Not only don't I recognize him, but I _attack _him as well._

"Don't worry about it too much Peter," Ben said putting a hand on his shoulder. "It wasn't your fault."

Peter sighed as he looked at Ben. For a moment, he thought he saw a bit of _Uncle _Ben in his eyes.

"Dr. Curt. Couldn't we put him in a tank?" Gwen suggested. "Use the bio-electric filter to siphon off-"

"No. That won't work I'm afraid," Dr. Curt replied saddly. "Eels evolved to exist in aquatic environments. Max didn't."

"And with the voltage he's currently generating, boom," he said slamming his fist into his hand. "You don't want him anywhere _near _water."

The next moment Liz stepped into the eerie green light and set down her umbrella. "Petey?"

"Petey?" Eddie asked.

"Peter's nickname for when the _popular _kids won't trouble themselves to learn his _real_ name," Ben whispered, disdain in his voice.

"Ahhhh," Eddie replied.

* * *

A few minutes later.

"Maybe this isn't such a good time," Peter said to Dr. Curt.

"No, go on. I need to check some results in my office anyway," Dr. Curt said before walking into his office and shutting the blinds behind him.

"So, Eddie… You quarterbacking for ESU?" Liz asked nervously.

"Nah, I left my jersey back in Midtown," Eddie replied. "I'm strictly a _nerd _now."

"We're all nerds here," Peter added as he slipped on a glove and grabbed the scooping tool. "You can be too."

"_Wonderful_," Liz replied rolling her eyes.

"No, I'm serious," Peter said as he guided Liz to the side of the tank. "You're smart, you can get this stuff. You just need to look at it in a new way," Peter said as he reached into the tank.

"Ah, Petey," Liz cried as Peter reached into the tank up to his wrist.

"In nature, everything is connected," Peter narrated as he scooped an eel up from the tank before setting it back down in the water. "As scientists, we expand and _explore _upon those connections. Maybe as people we should do the same."

"Thought you said this stuff was _boring_?" Liz said with a somewhat-smug look in her eyes.

"You're lucky to have Pete as a tutor Liz," Eddie spoke up as they walked down from the side of the tank. "The guy know's his stuff. I see a Nobel _Prize _in his future."

"What does that make _me?_" Ben asked in an agitated tone. "Chopped liver?"

"Oh, uh, sorry Ben," Eddie said. "I see one in your future too, make no mistake about that."

"I don't need your pity," Ben muttered to himself as he walked off with a huff.

"Hey what's with your _attitude_ problem?" Liz demanded as she made her way over to him, only to have Eddie put a hand on her shoulder and face her the other way.

"Listen Liz, Ben…" Eddie started. "He's going through his own problems right now."

"We're teenagers," Liz replied. "We're _all _going through our own problems."

"I uh, mean problems of a _different _kind," Eddie said.

"Like what?" Liz asked.

The next moment the lights across the lab flickered on and off. A few seconds later Ben was knocked off his feet as the doors were blown out by an intense electric current.

"Connors!" a man in a green suit with clear pipes running to his abdomend and back and lenses over his eyes said as he stormed into the lab. "Where's Connors?"

"Max? Is that you?" Ben asked as he got to his feet.

"You _really _don't want to keep me waiting!" he said as he shoved all the stuff off the table onto the floor, causing everyone to step back, Liz putting her arms around Peter. "Where's Connors?"

"I'm here," Dr. Curt said as he came out of his office and placed a small device with a glass cartridge with a suspicious green fluid in it down onto the counter. "Try to stay calm."

"Calm? We left _calm _behind a _lifetime _ago doc!" Max demanded. "I can't take it anymore. _You _caused this, _you _cure it!"

"We're working on it Max, I promise," Dr. Curt pleaded. "It'll just take time."

"I don't… _have _time!" Max cried as his hands went to the sides of his head. "Cure me! NOW!" he demanded as he shot a massive bolt of electricity out of his right hand and into the wall. "Before I _really _get upset," he said threatiningly as he held his hand like a weapon, which in this case wasn't too far from the truth.

Everyone quickly reeled back at Max's inhuman power.

"I know you can do it doc," Max continued as he walked over to them. "All you _need _is the proper _motivation_."

_Oh well. The secret identity thing was fun while it lasted, _Peter thought to himself as he got ready to spring into action.

"I'll distract him," Eddie whispered, cutting Peter off from his thoughts. "You get the girls out the back."

"With me in there, I can _double _that time," Ben added as he charged behind Eddie. "Now get going."

"Wha- Guys, no-" Peter whispered.

"Raaaah!" Eddie cried as he ran headfirst at Max, but was quickly thrown over his head and slightly electrocuted before he hit the ground.

"Max! Look at me! It's me, Ben!" he called out as he stopped in front of Max. "Just try to calm down!"

"Be QUIET!" Max roared as he took Ben by the collar and lifted him up into the air. The next moment he sent an intense electric current through the boy's body body before tossing him through the air and on top of Eddie in a smoking heap.

As Max made his way over to the two biogeneticists, Ben and Eddie managed to look up from where they lay. Thankfully, to the sight of Liz, Gwen, and Peter sneaking out the Lab's back door.

"Heh… you did good Ben," Eddie said half-jokingly. "Clocked a few more seconds then _I _did."

"Oh c'mon... I didn't do any better then you did. Plus, it'll only mean anything if he gets the two of them out of here," Ben said as he tried to get up, only to get nothing. _Peter. You need to stop this guy. If not as yourself, then as Spider Man. I know you can do it._

After the three of them had left the lab, Max walked towards the two of _them_. At the moment they weren't able to move a muscle, since the electricity that had been passed through their bodies inhibited with their muscular control.

"Max, please. Don't hurt them," Dr. Connors pleaded as Max stood over Eddie and Ben's bodies. "We'll find a cure. We just need time."

"You're LYING!" Max roared as he shopped the lab table in half with his electrified left hand.

"Woah, woah, guys, I know it isn't exactly a cure, but how 'bout some _chill pills_," Spider Man said as he came down from the skylight on a web line.

"You!" Max roared as he suddenly shot an electric bolt at Spider Man, only for him to doge it..

"Uh, yeah, me. Look, I messed up before, but I really want to help," Peter said extending his hand toward Max.

_Peter you idiot! What're you doing! _Ben shouted to himself. _Don't leave yourself wide open like that!_

"You wanna hold my _hand_?" he asked as he took Peter's hand and electrocuted him before knocking him back into the pieces of the broken desk. "None of you _get _it! Without a cure, I'm _not _Max Dyllan. I'm… What'd you call me?"

"Um, Lightning Butt?" Peter asked as he got back up.

"No, not that!" he spat back. "Electro… Yeah… I'M ELECTRO!" he roared as his helmet folded back, and his entire body was engulfed in an electric current. "RAHHHH!" he roared as the electric current began to arc throughout the room in every direction, unknowingly striking the contents of the glass cartridge from before and electrifying it, creating some kind of reacthin within the fluid.

As Peter looked up, he saw Dr. Curt and Martha helping Eddie and Ben back to their feet and guiding them out of the lab. "Okay Electro, you wanna bench? Well catch!" he said as he launched a web-line and threw a piece of the desk at Electro.

Electro blocked it with little effort, and then launched two powereful electric whip attacks at Spider Man. He quickly dodged the attacks and leapt onto the railing for the next floor, then quickly leapt away from an electric blast and swung onto the skylights before dodging more attacks and dropping down to the floor. He quickly dodged another attack and launched two more lines onto the ceiling before pulling himself away from another blast. He quickly launched a web line before Electro could shoot at him, but was quickly shocked back and fell off the ceiling onto a computer.

Electro looked up from what he was doing and saw the other four leaving the lab. As he raised a hand to blast them, Peter quickly chucked the computer at him before tying him up in projectile webbing, then launching it at the door to cover their escape.

"Gone. My only chance at a cure. And YOU let them escape!" he roared as he blasted the webbing away before running at Spider Man.

Peter quickly ducked under Electro's lunge, sending him into a deck-full of lab equipment before rolling away on a gurney from the explosion when the displaced chemicals mixed together explosively.

"That's it!" Electro muttered as he stepped from the flames, his gloves folding back into his suit. "The gloves are off!"

* * *

Outside the lab as everyone quickly piled into Dr. Curt's car, Spider Man was suddenly thrown out of the building doors in a humongous electric current before coming to a stop on the ground.

"Dr. Connors. Let me out for a second," Ben said as he forced himself up, fighting against his protesting muscles as the occasional jolt rode through his system.

"Are you nuts!" Dr. Martha cried as Ben stepped out of the car. "In your condition, you don't stand a _chance _against Max."

"I won't do much," he said as he pulled out a pair of the rubber gloves from his pockets that are in place when one needs to handle the eels and/or rays. "I'm just going to lend Spider Man a helping _hand_. Or, heheh, two."

He quickly balled the gloves together before sending them in a high arc through the air. A moment later they landed near the downed Spider Man.

"The rest is in _his _hands now," Ben said as he collapsed back into Dr. Curt's car, and was pulled in by Dr. Martha. The next moment it drove off into the distance, putting as much distance as it could between them and Electro.

* * *

As Peter rubbed his aching head, a pair of rubber gloves suddenly flew through the air before landing right next to him. He looked up and saw a speck of blonde before its owner got into a car and drove down the street.

Just as he was about to question why Ben tossed the gloves at him, he quickly grabbed them and dodged an electric blast from Electro.

After dodging several more electric blasts, Peter caught sight of a terrified teen with a camera phone. He quickly launched a web line and yanked him out of the way of a stray blast. "Sorry. Photo shoot's over," he said as he pushed the guy along. "But hey! If those shots come out, I want my cut!" he said as he dodged another electric attack.

After leaping off the side of the blasted statue, he continued to dodge the attacks as he slipped the gloves onto his hands "Okay Electro. If that's how you're going to play, the gloves are _on_," he said before launching a web line past Electro onto a lamppost, neither glove being long enough to cover up his web shooters. The next moment he swung around and grabbed Electro's collar before throwing him into the side of the ESU building.

"See? You can dish it out, but you can't-" Peter said before he was suddenly blasted after dropping down beside Electro. He was launched into the side of a radio tower, but he quickly swung around the interior before coming to a stop. "Oh me and my big spider mouth," he muttered to himself as he rubbed his throbbing ribs.

"Hehehe! Can't escape me _there _web slinger!" Electro said confidently. "This is _my _playground!"

The next moment he aimed a massive electric current at the ground, launching himself onto the radio tower before he landed on it and electrocuted it. Peter quickly jumped off the metal and launched a web line before bugeeing up to the top out of Electro's range.

"_Okay_. Maybe the big metal tower _wasn't _the brightest idea," Peter said to himself as he grabbed onto one of the cross supports. The next moment his cell phone started ringing. "Ohhhh. Where does the time _go_?" he asked himself as he opened it and pressed the speed dial.

"Hello?" the voice on the other end of the line asked.

"Uh, hi, Aunt May," Peter said as he stood on his hand on the railing.

"Peter? Where are you? You sound strange. There's so much static."

The next moment Peter leaned out of the way of an electric bolt before getting back into position, before having to dodge more blasts. "Uh, yeah, it's uh, a bad connection," he said as he narrowly dodged another attack. "L-listen, I'm running late again-"

"Peter, you're taking advantage of our arrangement. Calling late every night is not acceptabl-"

"Uh, s-s-sorry. Can't hear you. It's a bad connection. Static. I'll be home soon. Bye," he said quickly before putting the phone away. _I am _so _grounded. Of _course, _being _grounded_ right now might not be such a bad thing_, he said to himself as he saw Electro begin to scale the tower.

Electro continued to climb up the tower before leaping up the lengths. When he latched onto the **B**, it was suddenly overloaded, the **U**, **E**, and **W **soon following.

"What I _really _need, is a plan," Peter said to himself as he stretched out of the way of the electric shock. The next moment Electro shot out a bolt from his mouth right at him. He managed to leap out of the way, but the attack knocked the **W **off the tower and into the air before it crashed through the skylight of the public indoor pool. When Peter caught sight of it, the gear began to turn. "Or the world's biggest _dunk _tank."

He quickly shot a web line to the top of the tower and swung around it, gaining momentum as he whirled around right before kicking Electro squarely in the chest, sending him flying through the air and towards the pool.

For a moment, nothing happened as his body fell into the water, but the next, a massive column of water and steam was blasted right at him.

When the steam cleared, unconscious in the bottom of the pool was an exhausted Electro, hardly generating any amperage from the sudden short-circuit. The next moment the sound of police sirens met his ears.

Right as the police arrived on the scene, Peter swung off into the distance.

* * *

The next day at Midtown Manhattan High after the last bell had rung.

"Petey, what were you thinking last night?" Liz asked, shutting her locker as Peter walked absentmindedly past her.

"Um, that I should, try to help?" Peter said, more closely to a question then an answer.

"And _did _you?" Liz asked skeptically.

"Heh, uh, no," Peter "_admitted_". "Old Petey's pretty useless I guess."

"I wouldn't say that," Liz said, temporarily breaking the stereotypical mold of the high school cheerleader.

"Hey! What's Puny Parker doing here?" Flash asked as he and the rest of his posse suddenly walked out of a classroom.

"Tch, _leaving _I hope," Liz said grabbing Flash's arm after a tense moment. As Peter walked away, the majority of Flash's posse leered at him.

"Ah, Peter Parker, another hapless victim of the wild, undomesticated cheerleader," Harry commented as Liz and her group walked down the hall.

"It's her lose Pete," Gwen said sympathetically.

"And hey, if the job was to help her learn, at least you taught her how to fold to peer pressure," Harry commented.

Peter sighed. "No big. I reached out, and she knocked my hand away. You can never control everything. The trick is to never stop trying," he said with a smile as he cast Liz a final glance before walking off.

As Peter and the others walked away, Ben looked back and retched.

"Ben? Is something wrong?" Gwen asked as she noticed that Ben had a finger to his mouth as he acted like he was gagging.

"I just don't get what guys _see _in girls like that," Ben said jabbing a thumb in the other direction. "To tell you the truth, those "popular" girls are nothing special," he said using air quotes when he said the word popular.

"So, you're saying you _wouldn't _want to go out with a cheerleader?" Gwen asked.

"Not in _this _lifetime," Ben said adamantly as he repositioned his backpack over his shoulder.

"Benjamin Reilly, you certainly are a rare breed," Gwen said, addressing him a bit more formally for some reason.

_With my Spider-Genes, I should be, _Ben thought to himself. "I'm not a rare breed, really. I just have my priorities straightened out."

The next moment his whole body twitched, and his hair suddenly stood on end, drawing attention from the others as a spark jumped between two strands of hair.

"What happened to _you_?" Harry asked as Ben tried to straighten his hair.

"Got electrocuted big-time last night," Ben muttered. "If I had fillings, I'd be _tasting _them right now."

"How'd you get _electrocuted_?" Harry asked.

Ben glanced at Peter, then Gwen. "Just my own _carelessness _I guess," he said, not wanting to discuss what had happened to Max, or as he called himself _now_, Electro.

* * *

**To explain Ben's earlier actions in the school courtyard, he doesn't tolerate people like Flash (who bully around the intellectuals) very much, and after losing his parents in a drive-by, he's a bit testy towards the majority of people like that afterwards. Of course then again _anyone _in his position would be.**

**Also, as for what Peter said when he chucked the part of the table at Electro where I put "bench", I just put down what I _thought_ he said. If anyone knows for _sure_ what he said, tell me and I'll fix the mistake. When I watched the episode for reference, I didn't get a clear read of what he said.**


	4. Science & Clensers & Lizards, oh my!

At Midtown Manhattan High, the final bell for the day had rung, the students pouring out of the doors in an attempt to get home as quickly as possible. As Peter, Gwen, and Ben walked through the courtyard, Flash and Kenny -AKA Kenny King Kong- stood in one of the classrooms on the fourth floor, a pair of buckets filled with water balloons in their arms.

"There he is big guy," Flash said as he looked out the window, a water balloon in his hand. "It's that dweeb Ben Reilly."

"Yeah. Ever since he came here, he's done nothing but made us look bad," Kenny added, remembering how quickly he'd disarmed Flash, and then bicycle-kicked that football right into his eye. I mean, what was he going to tell his mom? A textbook nerd bicycle-kicked the projectile right into his eye?

"Well don't worry. In a good minute he'll be nothing but a wet _lab rat_," he said laughing to himself as he locked onto his target.

Down below, Ben and Peter's spider sense started tingling, the prior's more than the latter's. Ben leaned down and began to casually "re-tie" his shoe, causing the water balloon to sail over his head and onto the sidewalk below the moment it was thrown at him. Ben gave Peter a warning look, telling Peter to back off a few paces.

Flash fumed, but recollected himself as he chucked another balloon. This time however, Ben side-flipped and got back up, the projectile sailing past him. "Hey jarhead!" he called out to the fourth story window. "Bet you can't _hit_ me!" he taunted.

Everyone in the courtyard's attention turned to Ben and Flash. Flash threw another balloon, but Ben began dodging around the courtyard in a series of short hops, his hands in his pockets adding to the appearance of his skills as his balance was seemingly unbreakable; His feet seemed to move over the ground, instead of the actual hopping motions he was using to dodge the watery projectiles.

"Hey Flash! If it weren't for _gravity_, I bet you wouldn't even be able to hit the _ground_," Ben called out, making everyone in the courtyard laugh at the quarterback.

"Rrrrr!" Flash muttered as he threw one last water balloon at Ben. This time Ben back flipped and landed on the edge of the fountain using his hands, shocking everyone with the further display of his skill.

"Neener neener neener!" Ben mocked, hand standing with one hand and doing that one thing where you put your thumb to your nose and wiggle your fingers, completely making Flash look like an incompetent buffoon.

"Woah. Ben's got skills," Randy commented, earning an angry huff from Sally.

"Woah. How's he doing that?" Gwen asked.

"Remember, Ben said he took two years of gymnastics," Peter said. _Ben's a genius. If I'd come up with that on the first day, I'd be able to use my spider powers too. Still, I suppose after a few more weeks, I could say Ben _taught _me gymnastics too._

Ben hopped off of the edge and landed on his feet. "If you're done wasting yours, and more importantly, _my _time, I'll be going now."

Flash's anger reached its peak, his hand squeezing around the water balloon in his hand, bursting it and drenching himself with water. This caused Kenny to laugh a bit at the display.

* * *

After the bus ride through Manhattan, Peter, Gwen, and Ben finally arrived at the ESU Labs. On the way there, Peter was confiding himself to Gwen. He didn't have any decent Spider-Man pics –which must've meant the ones he took last night sucked as usual-, and Aunt May was still in financial distress. Although he did add that it wasn't as bad as he had initially suspected. Seemed that Aunt May had more money saved up then she thought.

At _that_ comment Ben had to hide his smirk, but continued to the lab nonetheless.

When they entered the door, they immediately saw Curt, Martha, and Billy greeting them. However _that _alone didn't freak them out. What really freaked them out was when Dr. Curt raised his right arm in greeting.

"IMPOSTOR!" Ben cried as he pointed at Dr. Curt accusingly. "Peter! Flanking maneuver seven! Move! Move! Move!" he cried as he grabbed Curt's _right _arm. Peter grabbed the left arm before the two of them threw themselves to the ground.

"Check his arm! Check his arm!" Peter cried as he held the flailing Dr. Connors to the ground. "Eddie! Call the police! This man is an impostor!"

"What on Earth are you doing to my husband!" Dr. Martha demanded.

Ben responded by tearing of the blond scientist's right sleeve from his lab coat with his teeth. After poking it a few times, his eyes widened in shock as he suddenly leapt back. "Oh my god it's _real_! It's got freckles and shit on it!"

Gwen then uncovered Billy's ears. "Ben! Peter! Just what has gotten into you?"

Ben held up the right arm by the wrist, shaking it back and forth for emphasis. After a moment, it was Gwen's turn to freak out. "What the heck is going on here?"

Eddie awkwardly removed his hands from Billy's ears. After Ben's sudden outburst, he had simply _assumed _that Gwen was about to say something not appropriate in mixed company.

"Uh, honey. Perhaps I should explain," Dr. Connors replied from his place on the floor.

* * *

"So you're saying you've been working with mutated lizard DNA in an attempt to re-grow your arm?" Peter asked.

"That's correct," Curt replied proudly as he flexed his evidently new arm.

"Yeah. And this'll _definitely _be getting a Nobel Prize," Eddie added. "We're talking an instant cure for every amputee out there. This will be the single most important discovery to be made this _century_."

"Um. Dr. Connors, may I speak openly please," Ben said making the equivalent motion to readjusting his glasses since he didn't _wear _any by readjusting his lab coat's shoulders.

"Sure. Go ahead," Dr. Martha replied.

Ben took a deep breath as he collected his composure as he put his hands on Dr. Curt's shoulders. The next moment things got crazy again. "DR. CONNORS ARE YOU _OUT_ OF YOUR GOD DAMN _MIND_?" he demanded shaking his shoulders. "Lizard DNA is WAY more _primitive _than human DNA! What if you begin regressing until you transform into some kind of _MAN-LIZARD_!"

"Oh come on Ben, that's crazy-talk," Eddie said as he removed Ben's hands from Curt's shoulders and Gwen uncovered Billy's ears again. "I mean c'mon, this isn't a sci-fi movie."

"Yes, your worries are unwarranted," Dr. Curt said. "Now how 'bout we celebrate this scientific breakthrough?"

" . . . Fine. But I'm keeping a clear path between me and the door just in case you begin mutating horribly," Ben muttered.

* * *

A while later, everyone was wearing party hats and eating chocolate cake; Dr. Curt was wearing a new lab coat after Ben apologized for tearing the sleeve of his other one off. At the moment, Eddie and Dr. Connors were arm wrestling.

**Yeah I know. It's freaky hearing "Dr. Connors" and "arm wrestling" in the same sentence. Anyhoo, back to the story.**

"Haha! Gotcha!" Eddie said as he put Dr. Connor's hand down. "Uh. Sorry."

"Hehe! Are you kidding! Do you know how_ thrilled_ I am to lose at arm wrestling?" he said happily as he rubbed his right hand.

"I still can't believe it," Eddie said as he looked at Dr. Curt's _right _arm. "If this doesn't get you a Nobel Prize, I don't know what will."

At that moment something in Dr. Martha's eyes changed. A moment later Ben stealthily leaned over her whoulder and whispered, _"I totally called it."_

Dr. Martha promptly ignored Ben's statement and turned to her son. "Hey Billy. Eddie just installed Space Wackos 2 onto the office computer."

"Space Wackos 2? Wicked!" Billy cheered as he ran to the office.

"If you're going to crank the volume, close the door please," she called out. Once the door was shut, she turned to her husband. "Curt. Take off your shirt," she ordered.

"Wh- Are you kidding? It's _freezing_in here," he said. Dr. Martha simply gave him "the look", making him fold like a paper bag. "Well, alright," he said as he removed his lab coat, and then his shirt. As soon as he pulled them over his head, everyone's eyes –except for Ben's- widened when they saw dark green scales growing from the back of his arm, going up his shoulder, and along the back of his neck. "W-What?" he asked as he turned around, not knowing that the scales were, oh right I forgot to mention, _reptilian_.

"_Ben Reilly _one_. Eddie Brock and his 'this isn't a sci-fi movie' logic _zero_," _Ben whispered triumphantly.

"_You know for once I wish you weren't always right," _Eddie said sadly.

* * *

Later that evening, everyone had moved the lab equipment back into place, the party being cut short by the obvious discovery of Curt's evident changes into a giant reptile. Dr. Curt was working on the blackboard, Eddie and Ben examining tissue and blood samples under a microscope, and Dr. Martha using a topographical scan of Curt's brain as a reference point to gauge the extent of the current mutations.

"Lizard DNA is more primitive then human DNA," Dr. Martha began explaining.

"I kinda already said that earlier," Ben interrupted. "And on the risk of being prudent, I'm going to wager a guess that the lizard part of Dr. Connor's brain is growing," he added as Dr. Connors was working on a chemical chain formula on the blackboard, the piece of chalk he was using having suddenly broken in half the instant he'd said the word "lizard".

"That's right…" Curt said emptily as he dropped the piece of chalk. "I'm regressing… I can feel the change… Gah!"

"Curt! Just hang on! Try to keep a clear head," Dr. Martha pleaded as Curt held his hands on the sides of his head.

"No. _You _need to hurry," he said as he hugged his arms to his sides. "I'm losing control," he muttered in a reptilian whisper.

As this was all going on, Ben looked over to his right and saw Billy retreating into the office. After straightening his lab coat and getting up from the chair, he told Eddie, "I'll be back in five. Gotta take care of something."

He left without waiting for an answer. When he got to the office, Billy had evidently just hopped back onto the computer, in an attempt to hide the fact that he had heard all that.

"Hey Billy," Ben said as he closed the door behind him. "How long… were you listening?"

"I don't want to talk about it," Billy said with a sigh as he played his game.

"Oh. Okay. What _do _you want to talk about?" Ben asked.

At that comment, Billy pulled a book with a lizard-themed cover out from beneath the desk and set it on the table. "The book says some lizards lay _hundreds _of eggs, and never see them hatch."

"I see. Go on."

"Most of the babies get eaten by predators, but the parents don't even care," he said as he turned the page to a picture of a fierce-looking lizard with sharp teeth. _"'Cause they've only got _lizard _brains," _he added in a whisper.

"Billy, no matter what, your dad will always care about you," Ben said reassuringly, though at the moment with the lizard part of his brain growing, that was wishful thinking at best. Lizards were _literally _cold-blooded, and sometimes in worse ways then one.

"Even… if he turns into a monster?" he asked.

"Billy," Ben said as he sat down by the young blond and looked him in the eye. "Normally I enjoy being right about things. It makes me feel good inside; But just for the record, I take no pleasure in being right _this_ time. I'd have rather it be that this never happened. That Curt's lizard DNA formula worked without any negative consequences."

"Hey, don't worry about it, it's okay," Billy replied as he shut his lizard book. "You were just following what your instincts were telling you, and you just happened to be right this time."

"How exactly does a little kid like you learn about instincts?" Ben asked casually.

"I read a lot of books when I'm not playing games," Billy replied nervously, turning his eyes away from the older blond. "I keep it a secret though. I don't want my friends to think I'm weird."

"Weird? Are you _kidding_, being smart is the greatest _thing_ for a kid your age," Ben said with a smile.

"How?" Billy asked. "Irwin is as smart as I am when it comes to school, but he get's pushed around all the time and shoved into his locker."

"That's probably because his name is _Irwin,_" Ben replied, causing Billy to laugh at the joke, however cheap it may've been.

"Thanks for the talk Ben. You're a good friend," Billy said with a genuine smile on his face.

"And you aren't half-bad for a little tween," Ben replied, mussing up the boy's hair. "In fact, you're like the little brother I always wanted but never got."

Billy laughed at that, but the next moment Dr. Curt's agonized screams cut through the air, causing the two of them to leap up from their seats and run to the door.

* * *

Ben and Billy quickly ran out the office door and into the main lab, Ben putting an arm in front of Billy as Curt began to wobble around the room, knocking things over in a delirious frenzy.

"Curt!" Dr. Martha cried as she held onto Curt's side.

"I'm sorry… I've made… a terrible… mistake," he muttered to himself in a low growl. Then the transformation began.

Dr. Curt's body began to convulse as he held his arms to his sides. His hand began to twitch wildly with veins bulging, his fingernails suddenly being replaced with dark claws. His eyes suddenly became slitted as he released a reptilian roar, large spines and muscle growing in his back as a large reptilian tail suddenly sprouted in a twisting motion of living flesh at the base of his spine. As the muscles in his arms bulged, his skin began to turn green with the scales more pronounced, and his skull reshaped itself as his mouth was filled with razor-sharp teeth.

He let out a feral roar as he swung his tail around, nearly clipping Eddie's head off as he ran onto the top of a table, letting out yet another feral roar into the air as the lizard DNA began to finalize itself through Curt's body.

The next moment he knocked over both lab tables at his sides, jumped onto another one, let out another feral roar into the night air.

"Curt? Curt, do you recognize me?" Dr. Martha asked as she walked over to him, trying to establish contact with him. Her only response was a reptilian hiss as he barred his teeth.

"Just hang on Doc!" Eddie said as he jumped onto Curt's back. "We only want to-"

Curt suddenly threw Eddie off his back and straight into Ben right as he pushed Billy out of the way before he got flattened against the wall, Eddie landing right on top of him.

As he pushed his head out from under Eddie's back, Ben muttered to himself, "If this continues… I'm going to need to start getting health insurance."

As Martha tried to calm him down, Curt suddenly leapt up onto one of the walls, then through the skylight before somehow changing direction in mid-air and running into the city.

"Eddie?" Martha asked as he ran for the door.

"You finish the Gene Cleanser," Eddie said as he poked his head out the door. "I'll tail the doc and call in the location."

"Uh, I should get going too," Peter said nervously. "Aunt May will ground me if I'm not home by ten."

"Pete! You can't leave now," Gwen said as she grabbed his shoulder. "We need to help."

"Well I just…" Peter started. "I can't be late. She worries," he finished as he slipped his arm free and headed for the door.

"Pete!" Dr. Martha cried.

"How could he just-" Gwen said.

"I guess… I guess he's just scared," Dr. Martha answered. "First Electro, now this," she said gesturing to the ruined lab. "It's overwhelming, and, he's only sixteen."

"Hey! I'm sixteen too!" Gwen argued in protest.

"I know, and, thank you," Martha said in thanks as she hugged Gwen.

After that comment, Billy helped Ben off the floor and got him to his feet. As he craned his back and neck, several loud popping sounds filled the air which caused the young boy –and himself- to cringe.

"_Yeah_. _No_. Don't worry about _me_, I'm _fine_. Just got bowled over by a two hundred pound ex-quarterback and flattened is all. I probably have a concussion or something, but I'm sure if I move _real slow_ I'll be _just_ fine," he said sarcastically as he walked over to one of the tables, his back hunched as he did so, favoring his left side.

"I'm sorry Ben. Thank you too," Martha said as she hugged him, only for him to jerk himself out of her arms as she squeezed his back.

"GAH! First I get _electrocuted_, and then I get _flattened_," Ben groaned as he leaned against a lab table for support. "I swear, if the next shipment of lab equipment includes syringes and scalpels, I am _so _outta here!"

* * *

An hour or so later in the lab, Dr. Martha and Ben had just finished making the last batch of Gene Cleanser, just in case the first three samples weren't enough to knock the lizard DNA out of Curt's systems, and also for if something like this were to happen again.

"Is it… Is it done?" Gwen asked as the mysterious yellow liquid poured out of the mixing device and into the vial.

"Yes. According to Curt's notes, this should be able to clean out all the_ lizard_ gunk in his systems," Ben said as he looked over the test results for the formula.

"However, now we've just run into another problem," Dr. Martha said. "Curt's…_ hide _is too thick, so we'll have find a way to make him _drink_ it."

"But how're we going to do that?" Gwen asked.

"Maybe by asking a guy in a spider-themed onesy," a voice said from above, revealing itself to be Spider Man as he came down on a web line.

"Spider Man?" Gwen and Martha suddenly said.

"I get that reaction a lot," Peter said from behind his mask.

"How did you know we needed you?" Gwen asked.

"Uh… My, spider sense was, tingling?" Peter lied behind his mask. Masks tended to help cover up tell-tale signs of lying.

The next moment the phone rang. "Hello?" Dr. Martha asked as she put it on speaker.

"_It's me," _Eddie said from the other end of the line, Curt's lizard-like hiss coming from the background. _"He's at the Bronc Zoo."_

As the sound of a metal gate being smashed came from the speaker, Peter grabbed one of the vials of Gene Cleanser. "Tell your friend to stay away from The Lizard. I'm on my way," he concluded as he pulled himself up through the skylight.

"_Was that…"_

"Our local hero," Dr. Martha answered as Spider Man disappeared from view. "He'll be there soon and I'll be right behind him. Gwen, can you stay with Billy?"

"Of course," Gwen answered. She ran over to the lab to check on him, only to find the phone handing down on its wire. "Dr. Connors!" ** Flashback**

"_He's at the Bronc Zoo," _Eddie's voice replied from the office phone.

Ben put a hand over the mic and talked to Billy in a whisper. _"We've got the location. What should we do?"_

"_I don't know," _Billy replied. _" . . . Should we sneak out?"_

Ben pulled on one of the shingles before letting it snap shut. _"Do you have your skateboard here?"_

Billy nodded.

"_Good. If we both want to get there fast enough, we'll need to move as quickly as possible," _Ben whispered, _"and with your short legs, a skateboard's the only way to do it efficiently. Otherwise I'll leave you behind."_

"_Got it," _Billy said as he grabbed his skateboard from behind the desk.

"_Make sure to grab your helmet," _Ben added. _"We don't want you getting hurt."_

"_Fine," _Billy groaned as he grabbed the helmet. _"You know, sometimes you're as bad as my mom."_

"_Just put it on," _Ben hissed back as he let the phone fall on the cord and looked out of the crack in the door. _"C'mon. We've got the perfect distraction. Let's move."_

"_Aye aye, captain," _Billy replied as he grabbed his skateboard and headed out the door. As the two of them snuck out, Ben silently thanked Peter for distracting the others with his colorful onesey as the two of them tip-toed out the lab doors. You'd be surprised at how much a teenager in a spider-themed onesy could distract two alert women.

**Flashback End**

* * *

A few minutes later, Ben and Billy got out of the cab they'd gotten and had arrived a half-block from the Bronch Zoo. The reason they didn't go to the front gate was because they didn't want any immediate attention drawn where the police could get involved because of a cab driver who couldn't keep his mouth shut. If the cops got to Curt as he was _now, _they'd most likely hand him over to some government agency where he'd be painfully studied in order to form a race of Super Soldiers or something. Rumors were springing up about how some army guy named Thunderbolt Ross was enlisting _special _help to capture Bruce Banner, the world-renowned nuclear physicist after some sort of nuclear incident had occured and started making him supposedly turn into a raging hulk, and Ben didn't want to put Billy at the risk of losing his father because some old fart won't think rationally when it came to dealing with a guy who could chuck a forklift like a baseball when he got a little bit angry.

"Thanks for the ride," Ben said as he passed the driver an extra two bucks tip in quarters before he and Billy headed off for the zoo.

"So what do we do now?" Billy asked as he started riding his skateboard in order to keep up with Ben's longer strides.

"We follow the trail your dad was kind enough to _leave _for us on his way in there," Ben said as he and Billy rounded the corner.

"Trail? What trail?" Billy asked.

"Oh _I _don't know," Ben said shrugging his shoulders. "Maybe _that_," he said pointing to the trashed gate, knocked over trashcans, and smashed benches scattered around.

"Okaaaay," Billy said as he noticed that the carnage made a perfectly reliable trail into the zoo. "What now?"

"We follow the destruction 'til we find your old man," Ben said, then looked to Billy's skateboard. "Billy, how attached are you to that skateboard?"

"I was actually thinking of asking my dad to get me a new one," Billy answered. "Why do you ask?"

"Just a gut feeling," Ben replied. "Spider Man may need it to force-feed your dad possibly." _I just hope Peter took my lesson to heart. With his webbing, he can reach far-off objects and pull them to him in a few seconds, giving him an edge against larger opponents when he needs a weapon, or a tool or something. _"Let's get going. We're burning moonlight."

Billy nodded by following behind Ben, making sure to weave between the debris on the sidewalk. If he got a scraped knee, his mom would probably be angry at Ben even more then she already would've been now.

* * *

A good while of skating/limping later, Ben and Billy came up to the World of Reptiles building. Ben could feel a wave of heat rolling from out of the building, which made sense since lizards _do _thrive in warm –sometimes humid- environments.

"Figures Curt would come here in the state he's in," Ben said to himself as he and Billy walked through the lizard house.

"This is a _lot _of lizards," Billy said as he looked around. "Yah!" he cried as a medium-sized snake was about to bite him, only for Ben to quickly grab it behind its head and the middle of its body in a fraction of a second before throwing it into another cage. "Woah! How'd you _do _that?" he asked after seeing the sudden super-human display.

"The average human reaction time is about two tenths of a second," Billy explained. "For me, that time is cut in half."

"Why?" Billy asked, tilting his head to the side.

"Uh… Adrenaline," Ben replied, being half right since the other was from his genetically-enhanced spider-based full-body mutations.

"Oh, that's cool," Billy replied as they walked forward.

The next moment they heard a loud yell echo through the air. "Ahhhhhhhhhh!"

"That sounded like Eddie," Billy said as he looked at the far side of the reptile house, seeing the biogenetecist-turned-lizard hunting after the lab assistant.

"C'mon Billy. We'd better follow him," Ben said as he grabbed Billy's skateboard and pulled him along. "Ah! My back!" he cried in pain as he doubled over, dropping both Billy and the skateboard.

"You okay Ben?" Billy asked as he helped Ben up.

"I'm, _urgh_, fine," Ben replied between cringing. "Listen, you go on ahead without me. I'll catch up."

"Got it," Billy replied.

"Oh, and Billy."

"Yes?"

"Word of advice. Loosen up your grip on your skateboard a bit."

Billy nodded as he headed out of the lizard house, though wasn't completely sure why he was asked that.

"Good. Now I don't have to force myself along," Ben said to himself as he forced himself forward and cracked his back before reaching into the air behind him and grabbed the neck of a large shake that had dropped from the ceiling and was about to sink its teeth into his neck. "So glad I have spider-like reflexes," he said happily as he threw the snake into what was left of one of the tanks.

* * *

Back with Peter, Eddie had just lured the Lizard to the side of the polar bear pool and was about to kick him into it when his cell phone suddenly went off. He had been knocked out of the air from the Lizard's tail, and had nearly lost the vial of Gene Cleanser. He got it back with a web-line, but after dodging an initial strike he had been caught in the lizard's tail and thrown into the fence.

As the Lizard grabbed Peter's skull and was about to bite it in two, a shrill voice suddenly cut through the air.

"Dad! Stop! You don't have to be a lizard!" Billy cried as he skateboarded into the conflict. "You're still my dad!" he cried as the Lizard dropped Peter and brought Billy to eye-level with his tail.

For a moment, the Lizard faltered, possibly having recognized Billy. However after a second, he was about to sink his teeth into the young blond too, if Peter hadn't wrapped his face in a web-line and thrown himself into the polar bear tank and into the freezing water below, taking the human-turned-lizard with him.

"Did you… _skateboard _here?" Eddie asked.

"I took a cab. Duh," Billy answered, then quickly turned his attention back to the fight.

The next moment Peter was knocked out of the water from a fierce uppercut and back onto the shore. The Lizard lunged at him, but Peter threw him over his back with his legs, but was hardly fazed.

Peter quickly jumped on the Lizard's back and held his mouth open with one hand. The moment he tried to force-feed the serum into The Lizard's mouth, he was thrown over his back and onto the hard stone floor. A moment later he was thrown onto the spider web that had been in place to keep the polar bears out of the pit. The Lizard lunged at him, but he jumped off, only to be tackled into the cold water again.

When they resurfaced, Peter gave the Lizard a hard left hook before web-lining a rock at the base of the cliff and throwing it at the Lizard, only for him to break through it like styrofoam with his enhanced-strength muscles and claws. He then slashed at Peter, who dodged the first hit, but got nailed in the back by the Lizard's tail and thrown to the water.

As the Lizard tried to bite at his head, Peter barely held him back with his right arm, desperately looking for a way to turn this fight around. If he continued fighting in the cold water, he and the Lizard would still be as evenly matched as they were in the lizard house. It wasn't helping that with the difference between their size, Peter was being affected by the cold more quickly then his scaly opponent.

The next moment his eyes landed on Billy's skateboard, and Ben's words flashed into his head.

**"_With your web shooters, you can not only bring yourself to distant objects in a flash, but you can bring distant objects _to_ you. Keep that in mind when you need a projectile weapon or a shield or something during a fight."_**

He quickly elbowed the Lizard in the face with his left arm and launched a web line onto Billy's skateboard. He quickly let go as it was pulled back, Spider Man using it as a guard when the Lizard tried to bite him.

"Brought you a present Lizzy," Peter said as he quickly flipped the Lizard onto his back as he popped the cork on the Gene Cleanser solution and began pouring it into his mouth. "Gene Cleanser! Guaranteed to remove your toughest stains!" "Grease, mustard, even lizard DNA," he added as he stepped back after the Lizard had bitten the board into pieces.

The next moment he was hit by a tail swing and two more brutal punches, the Gene Cleanser having yet to take effect. As he lifted Peter by his skull again, he suddenly let out a shrill cry as the lizard DNA began to be broken down in his systems. His lizard tail and right arm suddenly unraveled into dead biomass as his muscles began to return to human proportions. The Gene Cleanser had begun to do its job as his scales turned back into enamel deposits under his skin, which would be broken down later.

Peter quickly caught the now human Dr. Connors as he fell unconscious. Being turned from a raging man-lizard back to a human within only a few seconds can do that to a guy.

* * *

At the same time back at the other side of the lizard house, Ben limped out and sat down on a nearby bench, nearly collapsing as he held his throbbing leg.

"Man. Who knew getting an ex-quarterback thrown onto you would hurt this much," he moaned as he pulled out his cell phone. He then took a few breaths to slow his breathing as he pressed the fourth number on his speed dial, right behind voice mail, and both his parent's cell numbers.

"Hello?"

"Hey Mrs. Parker. It's me, Ben," he said into the phone, hoping his exhaustion wouldn't make this call difficult.

"Where in the world are you and Peter? It's an hour past curfew," Aunt May scolded.

"Yeah, well uh…" Ben started. "Oh, we had to help little Billy with tutoring at the lab this evening. I guess we kinda lost track of time. Sorry about that."

"Oh, well that's a relief," Aunt May said with a sigh. "I was beginning to get worried about you two. I'd heard about some big green monster running around through the subways, and I thought you'd gotten hurt."

"Don't worry Mrs. Parker. Peter and I are just fine, and are about to head home as we speak," Ben lied. Having to hide the fact that he had spider mutation-based powers for the better part of a year or so tended to make a person a very good liar when explaining fingerprints on the ceiling. "Once again, really sorry, but you know what they say. The mind is a terrible thing to waste."

Aunt May nodded in affirmation on the other end of the line. "Okay then, I'll let this slide this time, but from now on you need to call me when you'll be late. Not after you're late. Before."

"Got it Mrs. Parker," Ben replied as he was about to hang up the phone, only for Aunt May to stop him.

"Oh Ben. You can just call me Aunt May if you want. You've only been with us for a couple weeks, but you and Peter are already like brothers. So much alike, you two are."

"Oh, you have _no _idea," Ben said.

"What was that?" Aunt May asked over the other side of the line.

"Oh! Uh, nothing," Ben answered. "Nothing at all."

"Well. Okay then. Just make sure you're home soon. If you two aren't back by midnight, then I'm calling the police."

"Got it," Ben replied. "See you later Mrs.- I mean, Aunt May. Bye."

As Ben hung up the phone, he released a breath he didn't know he was holding as he leaned back into his chair. _Thank goodness that's over. I was beginning to worry she'd catch on to something._

As he closed his eyes for a minute, a thought suddenly occurred to him.

"Just remembered. I need to remind Peter to put his phone on vibrate from now on. It could be a real problem if his position was revealed in a critical situation because of that ring tone going off in the middle of a fight. Just hope that advice doesn't come too late," he added as he heard the others coming around the corner. "Hey Billy! Over here! I could use a hand! Or maybe a crutch!"

* * *

The next morning at ESU Labs.

"Pictures and everything," Eddie said dryly as he looked at the Daily Bugle headline in front of them.

"But, who could've taken these?" Dr. Martha asked.

"Check the by-line," Eddie answered even more dryly.

Dr. Martha checked the by-line at the bottom of the picture, her eyes widening when she saw the black bold teck.

**SPECTACULAR PHOTO BY PETER PARKER**

"Ah- We- I- Did you see? There's no shots of Billy, or Dr. Connors, or anything to prove he was the lizard," Peter said trying to defend yourself.

"And that's supposed to-" Eddie shouted, before he took a deep breath. "Bro! You _ditched _the antidote effort to win a _contest_."

"E-Eddie, it's alright," Dr. Curt interjected. "Besides… I'm... not exactly in a position to throw stones," he said sadly was he closed his office door behind him.

"Peter," Dr. Martha started. "You're young, and faced with difficult choices. Young people sometimes make mistakes."

"Thanks for understanding, I-"

"I _understand _you," Dr. Martha interrupted. "But I can't _trust _you. You're fired."

Peter looked to Gwen and Eddie for support, but they just turned their backs to him.

"If that's the case, then I _quit_!" Ben said flatly.

"Wait Ben! You're one of the brightest lab assistants we've ever had! Why are_ you_ quitting?" Martha asked.

"Because _now _I know where I stand. Where we _all_ stand," Ben said dryly as he followed Peter out. "The moment any of us cease being useful to you and Dr. _Lizard, _you'll just cast us aside like an old test tube. The only reason you're casting Peter out is because he didn't help to fix _Curt's _mistake in favor of getting a _real _job! At least when he takes photos for the Bugle he actually makes _money_. If you _really _understood him, then you'd see why he did what he did, except you're too wrapped up in your own little science-filled world to understand!"

Ben was about to say more into the matter, but Peter put his hand on his shoulder and told him, "Ben. This is _my_ problem. You're still accepted here, so you shouldn't waste this opportunity."

Ben huffed loudly as he planted his feet. "Fine. I won't quit. But I swear, if Dr. _Connors_," he said reluctantly, "begins _experimenting_ on himself again, or even any of _us _for that matter_, _I'm outta here like last week. If I still have_ control _of my own _brain_ that is," he grumbled loudly

"Now wait a minute! Curt would _never _use you or anyone else as test subjects," Martha argued.

"Yeah! And he would also _never _put innocent people in danger as a result of his own _ambitions_," Ben said back. "Face it! I don't have any more reason to trust _you _or Curt anymore then _you_ trust _Peter_! If my parents were still alive, they'd think the same way and find work elsewhere!" he added, a tear flowing down the side of his face at the mention of his parents before he wiped it off with his sleeve.

"Now you see here, Benjamin Reilly-" Martha scolded back.

"_Never _call me that!" Ben shouted back, causing the others step away from him. "Only my _mom_ and _dad _can call me that! And last time I checked, you're _neither_! So shut up!"

Martha realized immediately that she had stepped on a nerve and sighed heavily. "Ben. Can we not speak of this again?" she asked sadly.

"Can Dr. Connors agree to no more _human_ _testing_?" Ben asked back. "I'm fine if he uses his lizard serum on mice or other small animals in the testing stage, but I'm _not_ gonna stand by and tolerate _human _testing." At the same time, Gwen and Eddie were completely shocked by what had happened.

"Listen, I'll see you later Ben," Peter said as he walked out the door.

"Yeah. See ya," Ben replied as he heard the door closing. When he looked up, he saw that Gwen and Eddie were staring at him, shocked expressions on both their faces. "What the heck are _you _staring at?" he demanded angrily, causing the two of them to hastily turn their heads away. Gwen just realized just how she had _really _treated Peter, but the damage had already been done.

A few minutes later, Ben caught the sight of Peter on the roof out of the corner of his eye. The next moment one of Peter's web-lines shot down through the skylight and snatched one of the vials Gene-Cleanser from the small wooden rack on the lab table without anyone noticing.

_Peter, I hope you think through this very carefully, _he said, knowing that in Peter's vulnerable mental state, he may be pushed to use the Gene Cleanser to rid himself of his spider-powers that have already caused him so much grief. _No one may've thrown you a parade or anything like that, but you saved Billy from losing his dad like _we _have already. I just hope you come to the right decision and don't use it. At least… not yet anyway, _he added to himself, a sense of finality sweeping through him as he knew that someday, the weight of the world's problems would be too much for Peter to handle, and that he may discard his mantle for real.


	5. Job Market

As Peter swung through Manhattan while on patrol, the city lights illuminating everything in his path, the _lesson _he'd underwent under Ben Reilly's tutelage played through his head once again. Knowing things like that, he was quite thankful to have Ben as his friend.

**Flashback Start**

"Alright Peter, remember this, because this is very important," Ben instructed as he pulled up several diagrams of magnified images of the skin on his hands, the bottoms of his feet, and even some magnified pictures on his back. On the zoomed up images were what appeared to be serrated barbs lined up in a raised, uniform arrangement. "These barbs, similar to the ones possessed commonly by insects and some reptiles, totaling in possibly millions across every inch of your body, as well as mine, allow you to potentially lift up to a ton with each fingertip. Because the effort to raise the barbs from your skin into the "_active_ position" is a conscious action however, if you were to be knocked out while hanging from a wall or ceiling, you'd most likely fall off."

"Wait, on what grounds have you made this weight estimate?" Peter asked. "I find one ton per fingertip a little hard to believe."

"Three months after I'd first gotten my powers, by that time I'd _confirmed _I had underwent full-body mutations from that spider bite, I decided to test my strength. The only reason that in particular came along at _all _was because the mutation seemed to have caused my body to gradually cannibalize on itself, trimming all of my "baby fat" all at once," Ben said as he poked his own stomach, showing a toned set of abs, and poking Peter's with his pointer as well to get the point across. "Anyway, when my parents had left for a party at our neighbor's one night, I snuck into the garage, took my shoes and socks off, and crawled over the garage ceiling to above our car and _willed _the barbs on my fingertips to stick to the ceiling. Afterward, I willed my toes to stick to the roof of the car. Then, I tried to ball my body together, and couldn't believe my eyes when I had lifted my knees up to my face, the car still attached to my toes, and my fingertips still attached to the ceiling."

"Woah, that really happened?" Peter asked in shock.

"Yes. Yes it did," Ben replied evenly. "However, I didn't want to risk undermining the structure of the car or the garage, so I slowly lowered the car back down, cleaned the fingerprints and toeprints, and my parents never found out. I was going to tell them about it at some point, but…"

Things were quiet for a few moments before Ben spoke up again.

"Anyway, just remember our deal," Ben instructed. "If you're able to get to the guys who killed my parents before the police, let me know. I'll exact my revenge on my own."

"And what if the cops get to them before _I _do?" Peter asked.

"I'll hack the police mainframe, see how long their sentence is, and if they get out, since anyone can get out of the death penalty with a good or sleazy enough lawyer, I'll watch them like a hawk until they do something stupid," Ben answered.

"What will you do then?" Peter asked nervously.

" . . . You're talking to a guy who can potentially bench press a city bus. With _people _in it. I don't think my options would be too limited," he concluded. "Now get dressed. I'll ask Aunt May how her day was, giving you plenty of leeway to slip out the back."

**Flashback End**

Truth be told, this realization of strength, in the _literal _sense, made Peter more confident about his own strength in a fight. He then thought if he started working out, that he may get even _stronger, _but then Ben's words flashed into his head again.

**Flashback Start (Again)**

"And remember. Lax muscles like ours are better for absorbing impacts, and because of our slender builds, our flexibility can be maximized. Any increase in muscle mass and you may end up sacrificing maneuverability, and that's something you can't afford if you ever face a guy like The Lizard ever again."

"Got it," Peter replied as he stepped out of the window, only for Ben to catch his attention.

"A_hem_," he _ahemed _as he pulled out his cell, tapping it a few times hoping to get the message across.

"Ah. Right. _Vibrate_," Peter replied as he began tapping the buttons on his phone, changing the answering mechanism from _Ring _into _Vibrate_. After all, he wouldn't want _that _to happen at a critical moment. His ribs still hurt like a bitch after that.

**Flashback End (Again)**

"Hmmm. Maybe I can convince him to come on patrol too," Peter said to himself as he stuck onto the side of a building and leaned back against it like he were laying on a bed. "After all, he's got the powers, and if he's been experimenting with them for longer than I have, then the two of us could really put a dent in the crime levels here."

At that moment, the inside of Peter's suit began to vibrate. He pulled out his phone, remembering to use his Spider Traction on it so it wouldn't slip out in the wind. It was good that his barbs could poke through the _pores _of his suit without tearing it up.

_**Peter. Come home soon. Aunt May might notice. Remember lessons. Bye.**_

As Peter hung up the phone, he remembered when he'd received his first text from Ben.

**Flashback Start ( . . . Again)**

"Hey Ben, why don't you just abbreviate your words?" Peter asked, calling Ben after getting his text one day after school.

"Have you 'seen' some of these English scores lately?" Ben asked, the sound of shuffling papers slightly audible over the other end of the line. "Half these slack jaws can barely form a real 'sentence', and it'll be a cold day in hell before I begin using the words C U L8R," he hissed, spelling the last words out letter by letter (and number).

**Flashback End ( . . . Again)**

"Well I suppose he's right about that," Peter sighed as he slipped his phone back into his inside pocket. "Of course, I'd ask him to lighten up, but… he's got his own issues. I mean, I had Aunt May after Ben died," he paused, it being weird that he had _two _Bens in his life. "But his parents were his whole world, so I can understand where he's coming from."

While the wind rushed by his suit, Peter pressing his back against the side of the building to leave less of a surface area to _be _hit, he reflected on the day's actions.

In hindsight, that was probably more embarrassing than anything that's ever happened at school. Jameson was a stiff and a nudge but he had a lot of responsibility on his hands so that's understandable, Betty Brant wasn't hard on the eyes, Ned Lee seemed like an okay guy, and Mr. Robinson was certainly easier to talk to then J Jonah Jameson.

Heh, try saying _that _five times fast.

**J Jonah Jameson**

**J Jonah Jameson**

**J Jonah Jameson**

**J Jonah Ja-YOWCH! I bit my tongue!**

You'd think the man never heard the saying, _"Say it, don't spray it."_

Of course, there was only so much a guy could take at once. There were the bills that were piling up, he was still in the doghouse for taking pictures of The Lizard and "abandoning" the antidote effort, and of course there was that morning when Peter bumped into Aunt May who was going to a friend's house, whose granddaughter Aunt May said, _"Had a wonderful personality." _

_Ooooogh. You know what that means, _Peter cringed to himself as he let himself slide off the building before heading off.

The next moment, the all-too-familiar sound of a jewelry store alarm went off through the night air, drawing the web slinger's attention to the street. At the moment two masked figures leapt into the car and drove off, it was evident that the alarms went off because of them.

"Talk about a crook with bad timing," Peter said to himself as he followed. After a few minutes of following, the two finally left the business sector of the city and were now at the coastline by the port, the car smashing right through the chain-link fence and headed for the garbage processing plant.

The smell alone was evidence enough.

As the car parked, two thuggish brutes, one in a grey sweatsuit, and another in a green stripped shirt stepped out of the vehicle and hid behind the nearby garbage trucks. Had Peter been on the ground level it would've worked, however, since he was looking at them from the skylight, their positions were all too easy to track.

"Two hours 'til deadline? No sweat," Peter said as he stuck his camera onto the railing with two globs of webbing and silently setting it to auto. Ah, the things one could do with an outsider's opinion. "Oh, don't want anything to happen to this," Peter said as he folded up the check and put it on the inside of his belt right behind the metal buckle. _Heh, if Ben were here, he'd probably be telling me I should've put a tool pouch on this thing like Bat Man's. Then again, maybe that isn't a bad idea, _he mused to himself as he stealthily swung behind the two thugs, grabbing the wrist of the green-shirted thief with his webbing before pulling him to the hood of the car he was perched on, pulling the man's arm behind his back.

"Heh, _Marco_? How many times do I have to take you down?" he asked as he dodged a swing from the man's crowbar. "And where's your charming partner O'Hirn?" he asked before dodging another swing from the grey sweatsuit wearing thief, spring boarding off of Marco's chest before sending twin lines of webbing at O'Hirn's hands and feet. The next moment he flew over him and brought him down to the ground in a heap. "Look, we've _gotta _stop meeting like this," he said leaping right over Marco's head as the man came at him. "People are starting to talk," he continued before slamming him onto the roof of the car, causing it to buckle and the glass windows break. "Mostly about what _doofs _you are," he said as he sprayed a web lining across his body pinning him to the car.

He would've made another joke, but the sound of a footstep in the shadows and his spider sense going off drove him to leap backwards, avoiding some kind of beam-like attack before landing in a crouch a short distance away.

"Hm. I missed," a man in a red and yellow criss-crossed spandex outfit. He had a visor over his eyes, and two silver gauntlets with red and white-striped designs on them. "Oh well, I won't be missing a second time," he said aiming his left gauntlet at Spider-Man, a haze of green energy visible around it's frame.

Peter quickly leapt back as the attack was launched, a trio of garbage trucks having their windows broken and their fronts smashed in by what looked like a concentrated shockwave. When he landed on the roof, the yellow and red-wearing man raised his gauntlet before firing again, Peter flipping across the framing on the roof before leaping away from the skylight and landed on an intact garbage truck, not wanting his camera to get busted up.

"Haha. Hold stills so I can put you out of your misery," the man said after Spider-Man dodged his next shock.

"How about you put me out of my _mystery_," Peter countered as he landed on the roof's scaffolding. "Who are you?"

"Call me, well, hows about… Shocker?" he asked before bringing his right fist forward, firing another shot at the web slinger, only for him to swing out of the way.

"Hows about, _toast_?" Peter asked as he leapt into a two-legged kick at the man's torso, only for another sonic blast to knock him onto the floor.

"Either you've got less kick than a three-legged mule, or this here suit does more than protect me from my own powers," Shocker said marveling at his suit's functions before picking the downed teen up. "Guess clothes _do _make the man," he finished before using a sonic-enhanced punch to send the web slinger waist-deep into a pile of garbage.

A moment later, a set of headlights and the sound of an engine roaring were the only indication for when O'hirn drove at him with an intact garbage truck before slamming it into the pile of garbage he was laying in.

"Did I get him? Tell me I got him," the man grunted as he kicked the door open.

"All you _got, _is on my nerves," Shocker growled before sending the man flying back with another sonic blast. "Now stay out of this boy, the grownups were talking."

"Don't be too mad at O'hirn," Peter chided as he landed on the man's back. "He just gets cranky without his na-a-a-a-a-a-a-a-a-ap!" he cried as a sudden jolt sent him to the ground. He quickly swing his legs across the ground and brought the cowboy-sounding criminal to his knees before scurrying off. "Impressive. You could hire yourself out as a kiddy ride."

"_Thanks_," the man chuckled sarcastically as he rounded on the teen before sending him reeling with a point-blank blast, sending him into the ceiling before he fell into yet a_nother _pile of garbage. "But I al_ready _got a job I love," he said as he walked over to the downed spider, who was not up to his neck and ankles in garbage, practically _buried _in the stuff. After seeing his foe in such a condition, he raised a single finger before firing it at a nearby console on the _very _nearby garbage compactor, the whirring of the hydraulics droning through the night air as the compactors began pressing the garbage around him. Try as he might, Peter couldn't escape, nor push the garbage away from him. "That should satisfy the Big Man," Shocker finished as he walked off, seeing the web slinger compacted right before his eyes. "Extraction," he called into his earpiece.

"Hey, a little help," Marco asked from his spot on the top o the car.

"I'd leave you for the cops, but I'm into good a mood," Shocker stated before he blasted the man out of his bindings and into another pile of garbage. At the same time, the garbage compactor opened back up before sending the massive cube of garbage down the conveyor belt and next to the other crates.

A minute later, once Shocker, Marco, and O'Hirn had left the scene, the compressed cube of garbage that Spider-Man had been trapped in began to shake until it was suddenly broken in half, Peter safe and sound within the larger half of a used fridge.

"Okay not that I'm complaining or anything, but who throws away an _entire _fridge?" Peter asked as he stepped out and sniffed his costume. "Oooooogh. I'm smelly, but alive," he said as he pulled up his shirt, the check still safe and sound behind his belt buckle. "I can just _tell _this would've been an embarrassing story if I had to ask for a replacement check."

After cringing once more at the garbage stink riddling his clothing, Peter swung off towards home, hoping to get a good night's sleep before school tomorrow after a good shower. Or two.

God only knows how things would turn out if he wasn't able to get the smell out.

* * *

The next day at school in gym, Peter and Harry were in the midst of a falling out in terms of their friendship. Turns out that Peter had promised Harry he'd tutor him, but then after getting called to the Bugle for the reward money for his photos, everything just seemed to go in the opposite direction from where he wanted to go. Back towards Harry and his desperate need of calculus tutoring if you hadn't guessed yet.

"Harry, I'm sorry-"

"Sorry? You totally left me hanging. I, I know _you _can do calc in your sleep, but I've got a lot _riding _on tomorrows test," Harry whined, then noticed a certain blond playing volleyball. "Maybe I should ask Gwen."

"No, I'm good for tonight, I swear. Um, carpe ropum," Peter said motioning to the rope after finishing his sentence.

With a sigh, Harry began climbing the rope, only to hit the ground with a thud after getting a few feet off the ground.

"Tuhahahahaha!" Flash chuckled. "Guess all Osborn's money couldn't buy him _muscle tone_."

"Lay off Flash," Peter growled. "You think you can do better? How about you and me race? First one to the top wins."

"Dude, parker's callin' you _out,_" Randy said behind the blond's back.

_My spider powers are going to send you home cryin', _Peter thought with a smirk. Ben on the other hand could only sigh, seeing that Peter was starting to get a big head.

"Ball please," Gwen called out at the same time as the volleyball bumped into Flash's foot.

"Okay, alright. A little friendly competition never hurt anyone," coach Smith said walking up to the two. "Line up," he said ordering the two towards the ropes, Ben grabbing the ball from the floor before heading to the volleyball court.

"Ball please," Gwen repeated, getting a bit irritated.

"Here you go," Ben said as he carried the ball over to her.

"Thanks," the blond replied taking the ball before getting back to the game. "Quick question. Why not just toss it back to me? Not that I don't appreciate the gesture, but it would've taken less time."

"Well… It's because if you'd turned around at the last second, you might've gotten hit on the back of the head, and that would hurt me as much as it would you," he replied a bit nervously. Mostly because the eyes of half the class, or at least the female half, were now on him and Gwen.

"Why?" she asked with her head tilted slightly to the side.

"Because… I don't like to see my friends get hurt," Ben sighed.

"Awwwwwwww," a few of the girls cooed.

"Oh don't patronize me," Ben grunted to himself as he made his way back to the ropes. To him, that brief meeting with his fellow blond felt like something from an after-school special. Not that he didn't enjoy it, but it was a bit too sappy for his tastes. Right now he wasn't in the market for sappy, but for closure. Didn't mean he wouldn't enjoy the trip though. The whole Spider-Man thing seemed entertaining enough.

Almost immediately upon returning to the group, Flash jerked away from the rope after getting a good whiff of Peter's odor.

"Ugh! Forget it, you win," Flash retched as he made his way back from the rope. "Usually when I say Puny Parker _stinks_ it a figure of speech, but whooo."

_Ugh. And I showered three _times _last night, _Peter growled to himself indignantly.

"Peter, I think you should hit the showers. I'll see about getting a chemical bath together for the smell," Ben sighed, being tactful enough to simply not inhale instead of blatantly holding his nose.

"Coach?" Peter asked waiting for confirmation.

"I think Mr. Reilly has a point," the coach sighed, trying not to breath in. "Hit the showers and try to get rid of the smell."

"I guess I should," Peter sighed, lamenting at how he would've shown Flash up, had he not gotten _trashed _last evening.

Seeing his friends' disappointed look however, Ben clenched his fist before walking up to the rope.

"Thompson, how about I race you in Peter's place?" Ben called out getting the _other _blond's attention. "I'll even give you a handicap by using one hand," he added tapping his left side with his right hand from behind his back.

"Heh, you're on labcoat," Flash gloated.

"Benjamin right? Are you sure that's a good idea? You _could _get hurt," the coach stated.

"Like you said, a little friendly competition never hurt anyone," Ben replied as he took his place at his rope with one hand over his head, the other behind his back. _Of course, that doesn't count all the pulled hamstrings in the history of friendly competition, but that's beside the point._

"Alright, you can go, but if you need to, please use your other hand," the coach sighed. "I can't stretch how many times someone got hurt over something like this."

"Don't worry, I won't," Ben sighed.

"Yeah, because you won't even get off the ground," Flash chuckled.

"On your marks, get set, go!" the coach announced.

Almost immediately, Flash leapt onto the rope and started climbing up. Ben on the other hand inspected his nails for a few seconds before climbing up as well. To everyone's shock however, Ben was going _faster _than Flash was, even with one hand. A few seconds later, Ben had gotten to the top of the rope and rung the bell with his free hand, Flash coming up to him with a scowl on his face as the students down below cheered for the blond making it up so quickly.

Not being one to be outdone without complaint, Flash swung his fist out at the blond in a bout of anger, only for his remaining hand to slip from the rope.

"WAAAHHHHH!" Flash cried as he began falling to the ground of the gym, causing everyone down there to panic.

"Damn it FlaAAAAAASH!" Ben cried as he grabbed the boy's ankle with one hand, the other being dragged down the rope until the dumb blond's face was an inch off the floor, the smarter blond's hand a bright shade of red from the trip down as he let the _unintelligent_ blond go.

"Flash, hit the showers! I'll have a word with you after class" the coach instructed after that stunt Flash just pulled. "Ben, are you alright?" he asked the blond as he looked down at his hand, a severe case of rope burn across his left palm.

"_I_'m _f_i_n_e," Ben squeaked as he tried not to clench his fist, biting into his lower lip as he made his way across the gym and back to the boy's room a minute after Flash. After the door closed behind-

"Aaaaaaaaaaahhhhhhhh!" he cried out in pain, freaking everyone in the gym out from the sudden outburst, Peter and Flash running out of the bathroom trying to figure out what had just happened.

A minute later, Ben walked out of the bathroom and up to coach Smith, his left eye twitching as he tried not to move his hand.

"_C_a_n _I g_o t_o the n_ur_se?" he squeaked out as he looked up at the coach, trying not to scream again.

"Of course, you should get that taken care of right away," the coach said letting the blond go. "Gwen," he called out. "Make sure Mr. Reilly gets to the nurse's office okay, alright?"

"S-Sure," Gwen responded before running up to her fellow blond. "Hey Ben, you okay? That looks like some really bad rope burn," she said worriedly seeing the red coloration of his hand, as well as that some of the skin had been peeled off.

"I_'m _f_ine_," Ben squeaked before biting his upper lip, trying not to cry out again. "Com_par_ed to b_ein_g electro_cut_ed, this is _no_thing."

Now, those of you reading may be wondering why Ben didn't use his spider traction to prevent the rope burn.

Well, the fact was if Ben _did _use his spider traction, it would've been equivalent to him having the strength of an industrial _vise _in one hand, and that wouldn't have done wonders for his identity. On a separate note, he couldn't just let Flash fall, because if he did, people may start blaming _him_ for it. Especially if the unintelligent blond had snapped his neck on the way down.

Of course, it goes without saying that Ben may not be able to use his left hand for a while. Maybe after a few hours and a _lot _of salve, but certainly not immediately.

* * *

"Pete, are you wearing… perfume?" Betty asked, catching a whiff of Peter's smell.

"It's, a long story," Peter admitted. "Anyway, I'm just here to turn in the picks.

"Oh, you should meet our editor and chief. Joe Robertson, this is Peter Parker," she said while calling out to the man since he and Peter weren't formally introduced the first time around, but only through hearsay.

"The photographer, right? Call me Robbie," he said shaking the brunette's hand. "Any new shots?"

"Uh, do you know a _Rand _Robertson?" he asked as the man looked through his photos.

"Well, there _is _a kid by that name who lives in my house and eats all my food," he chuckled jokingly. "You at Midtown?" he asked, getting a _'yes'. _"Good school. Look Peter, the fact that you've twice gotten _any _usable pictures of Spider-Man is _pretty _amazing. But your photos themselves, you got your camera on you?"

"She's… a little hard to keep in focus," Peter admitted as he fished his camera from his bag.

"This won't cut it," Robbie said almost immediately after looking at the camera. "You want to be a Bugle freelancer, you take that paycheck and invest in a serious camera," he said passing back the camera. At that very same moment, Jonah came up from behind him and began looking through the photos.

"Garbage. Garbage. _Lit_erally garbage. Garba-Wait, ho hoh," he said stopping on the forth picture.

"Um, wouldn't you rather use one of Spider-Man when he's… winning?" Peter asked as he saw the picture, said picture being of when he was buried up to his neck in garbage with the Shocker standing triumphantly over him.

"Hah! Shows what you know. Nobody loves a winner," he said dropping the photos. "The people are our market, and the people _want _their heroes to fail. Makes them feel good about them_selves_," he said before sniffing the air. "Ooh. Piece of advice kid. Perfume, _doesn't _cut it," he said pushing Peter to arm's length. "Tomato juice. _Only _thing after taking pictures at a dump."

* * *

A while later after leaving the Daily Bugle, Peter headed to a quality electronics store on the route home to invest in a new camera. Thinking of an _ulterior _motive for getting more pictures, he got ready to get a new camera, only for the store owner to close up.

"Uh, I need to buy a new camera."

"We're closed. Go away," the man said timidly.

"The sign says you don't close for another _hour_," Peter whined.

"Sign's wrong. Come back tomorrow," the man said closing the last set of blinds, immediately putting Peter on the alert. After rounding the corner, he immediately saw a large moving van with the doors up, and just having a _feeling _that it wasn't here on legal business.

After slipping into his Spider-Man outfit and sticking it onto a wall with his webbing, he leapt into the shadows of the van and waited for whoever owned it to come by. A minute later his patience was rewarded as two familiar figures came in.

"I'm tellin' ya. We gotta cash in fast. Once Hammerhead spreads the word that Spider-Man's croaked, it'll be open for every hood in the city," Marco said as he and O'Hirn lugged a heavy TV towards the van.

"Rrgh. I still can't believe I didn't cash his chips in myself," he grunted before stopping. "Something smells bad."

"Aw _still_?" Peter whined as he lowered his head from the ceiling. "I _washed _this costume five times," he grunted before sending his webbing at the two's hands before leaping onto the box they were carrying.

"You?" O'Hirn grunted.

"And now that you trockladytes have deduced that the rumors of my demise have been greatly exaggerated…" he started, only to get a pair of looks that told him they didn't get the reference to John Paul Jones. "I'm… not dead. Look, never mind. Just tell Shocker I want a rematch," he sighed before swinging off. Had he stayed a moment later, he would've gotten to see the two fall to the side with their hands still webbed to the TV. **(Not completely sure what Peter says at that beginning part.)**

* * *

When he got home that evening, he was greeted with a sight that made his heart wrench. His aunt deciding which bills she could hold off paying. He was about to give her the money he made from taking pictures of… himself, but something held him back from it, and he simply suggested holding off on the gas bill. After turning down some banana cake, he was relieved to hear that Ben had taken over for tutoring Harry in calc for him. Things were rocky enough between him and Harry as it was, and he didn't need things to get any worse between them.

God above knew he needed his friends now more than ever.

The next day after investing his money into a new camera with better specs than his old one, he bumped into Betty at the hotdog stand and started a chat with her, trying to get some common ground between them, since from the first time he saw her, he'd wanted to ask her to his Fall Formal. Whether it was infatuation or otherwise was yet to be seen, but before they could talk into it further, an earthquake shook the streets, and the two headed back into the Daily Bugle to see what was going on.

After getting off the elevator, Peter learned that the tremor he'd felt outside was just the third in the last hour. After hopping onto a vacant computer, he was able to see that the tremors weren't natural, but a trail of seismic "breadcrumbs" courtesy of his _favorite _western supervillain, the Shocker. The forth led to an abandoned opera house based on their distance, so after slinking out of the office and making sure his camera was good to go, he set off to his destination.

* * *

A half hour of web swinging later and Peter made it to the abandoned opera house where he figured the Shocker was waiting for him. After descending from the roof like his namesake, he called out his foe's name like he would a dog before getting blasted into the decrepit rows of seating.

"Really thought I'd _ended _you ol' son, but 'chu got more lives than a bag of cats," Shocker said as Spider-Man recovered. "Still, recon' we can remedy that situation," he said before plowing him through another line of seats and into the back wall. "One more at close range outta do it," he said as he walked forwards while the web head was yanking himself from the wall.

Before the blasts could hit however, Peter leapt up the wall and onto the ceiling before yanking a row of seats from the round and towards the Shocker, only another shockwave to blast it into pieces. He then fire off another four blasts before Peter found himself on one of the balconies.

"I do ad_mire _your spunk son. Not enough to let 'ya go, of course. That would be bad for business," Shocker said before sending another blast at him. He then fired another one before sending a roving shockwave along the wall, which Spider-Man ran along before swinging around to the other side of the theatre.

"_Who's _business?" Peter asked, wanting to know _just _what the heck was going on around there.

"Can't tell you the _who_."

"Then tell me the _why_. What did the friendly neighborhood Spider-Man ever do to you?"

"Aw, it ain't nothin' personal haus. Simple truth is, if a man's a man, he honors his responsibilities, and _you're _one of _mine_," he said before firing off another blast. Spider-Man dodged that one before swinging off onto another balcony and sending a bit of webbing into his face, which he tried to _vibrate _off. A moment later the mount for the chandelier was ripped off, sending it down on top of him, only for the same full-body shockwave from before to repel it.

"Well, this place _is _condemned," Peter said to himself after dodging another trio of blasts. He then yanked off the partially moth-eaten curtains from the stage before pulling them onto the Shocker, only for him to blast it off himself a moment later.

"You know it really ain't wise to make a dangerous man look _foolish_," Shocker said sending another sonic blast at Spider-Man.

"You don't need _my _help with that," Peter goaded to make his opponent slip up somewhere as he dodged another shot. "You looked in a mirror lately? Talk about incompetent. I mean, you've had more shots than Marco or O'Hirn, _and _done about as well," he said after dodging more blasts, these ones landing on the weakened building's support structures.

"Those boys are _punks. _This is my pro_fession_," he said sending another blast the web slinger's way.

"You do this for a _living_?" Peter asked as he swung back and forth across the theatre. "Heheh. With _thayt _accent, I was thinkin' Rodeo Clown," he chuckled in a western accent.

"Don't 'chu mock me _boy_!" Shocker said sending another blast at the pillar Spider-Man was hiding behind, sending it flying through the air.

"I mock. I'm a mocker," he said as he flipped onto the top of the pillar as it flew through the air. "Also a puller, a tugger, a yanker," he continued as he grabbed two of the pillars behind Shocker before back flipping and yanking them away completely.

A few seconds later, the entire building began to collapse around him, the tons of debris coming towards him only for his suit's seismic countermeasures to protect him for a few seconds. Once those seconds were expired, the man was buried under a few tons of rubble.

"And _that's _what they call bringin' down the house," he browed on the main stage, which was more or less intact.

However, after hearing about how a prototype suit was stolen from Tri-Corp, Peter sighed before digging the man out and stripping him down to his scivvies, then hanging him in a web sac from a nearby lamp post and leaving the suit, as well as one of his personalized business cards at the sight with Spider-Man's signature on it.

After he was well out of range, he slipped back into his civvies and stopped by the nearest cyber cafe to send over his pictures. With another paycheck coming his way, he headed over to the Bugle to pick it up before taking the bus for home.

* * *

Later that evening at the Parker residence…

"What's this?" Aunt May asked when Peter set a wad of cash onto the table.

"The Bugle paid me for my pictures, and now _you _can pay those bills," Peter answered.

"Out of the question," she said pushing the money back. "Besides, if you're going to take photos for the Bugle, you need to invest in a new camera."

"Uh, well, that thought… occurred," he said remembering to earlier. "But a man has to honor responsibilities, and you're one of mine," he said as he pushed the money back to her. "Aunt May, please, let me help."

"I accept. If _you _agree to set aside ten percent of every check to _save _for that camera," Aunt May said putting a hand on her grandson's shoulder. "Deal?"

"Deal," Peter replied. "Hey, where's Ben? I haven't seen him for the past few days aside from school."

His question was answered when another hand placed a small stack of bills onto the table, the two of them looking up to see Ben with a proud smile on his face.

"Oh you know, tutoring Harry and finding work on the sly," Ben chuckled. "But listen, I know it isn't as much as Peter's, heh, bringing to the _table_," he said trying to make a joke, "b-but I'm going to put my best effort into earning my keep. I'm just sorry to impose on you like this. I know it can't be easy feeding a third mouth on your own, and I'm sorry."

"Ben, Peter and I know what you're going through. You can stay as long as you want. We aren't going to force you out," she said putting a hand on the teen's shoulder. "Besides, you and Peter are practically brothers. I could _never _force you out," she said smiling warmly towards him

"Thank you," Ben said before hugging her, only to jerk back a second later. "Uh, sorry about that. The past few days must've gotten to me is all."

"It's alright. No harm done," she said waving him off.

"Oh, and don't worry about my expenses. Once I reach Assistant Manager, I'll be able to help out as much as Peter," Ben added.

"By the way, where _do_ you work?" Peter asked. "You never told me you were job hunting, and I'd like to stop by some time."

"Oh, a nice little coffee shop on the corner of Grant Avenue a couple blocks from Time Square," Ben replied. "It's quiet, but popular with the tourists, so money's always coming in."

"Really? What's it called?" Aunt May asked.

"It's a nice little place called The Daily Grind. It has a green awning and hardwood doors with colored glass. You can't miss it," Ben said as he left the room, Peter following soon after. "So, how did things turn out for you?" he asked as they headed up the steps to their rooms.

"Oh, the usual. Kicked a super villian's butt and handed him to the cops," Peter chuckled. "All in all, things are going pretty good. I even managed to get rid of that smell with that red chemical bath you left for me. Kinda chunky though."

"You mean the tomato juice right?" Ben asked raising an eyebrow.

"Yeah, that," Peter chuckled. "All in all, things are starting to look up."

"Well don't pat yourself on the back yet," Ben said as he looked out his window and to the city in the distance. "I have a feeling that things are just getting started."

Oh, and how they were. That they were.

* * *

At the same time at the Osborn residence, Harry came up on the elevator with a scowl on his face before chucking his backpack through the air and into a vase, sending the flowers and its contents to the floor with a crack.

"You seem, troubled, son," Norman said as he rested against the wall.

"Troubled? Gee, you think? I _failed _my calc test because Pete abandoned me, and then Ben does next to _nothing _for me. Flash's crowd won't cut me a break and-"

"Enough. You're parked in a no-whining zone, take some responsibility. Pete and Ben aren't the reason you failed. You want to pass a test? Study. You want to be popular? _Be _popular," Norman said putting a hand on his son's shoulder. "_Take _control of your destiny, Harry. Life's pretty simple. You cowboy up, and _do _what you've got to do."

"Thanks. I will," Harry said with a smirk as his father walked into his office before heading off to his room, a plan forming in his mind involving a certain green liquid that wasn't Mountain Dew.

"My apologies for the interruption," Norman said to the other person in his darkened office after making sure Harry was a fair distance away.

"Eh, kids today. What'chu gonna do?" a man with a large forehead and flat skull asked. "New topic: Spider-Man. We want him gone. You care?"

"None of _my _business," Norman said taking a seat at his desk.

"Really? Hero saved your hide-"

"I had _nothing _to do with Spider-Man. Wouldn't risk tipping you off to that Tri-Corp shipment if I had."

"Why _did _you tip us off?" the man asked with a raised eyebrow.

"Tri-Corp's my com_petitor _in the super-mercenary field. If their prototypes go missing, everyone wins."

"Which brings up an issue my _boss _would like to discuss," the other man said pulling a gold-colored cell phone from his pocket. "Go ahead big man," he said before putting it on _Speaker _and setting it on the desk in front of him.

"Mr. Osborn, we have a proposition," a gravely voice said from the other side of the phone. "When Spider-Man battles the likes of the Vulture, the Lizard, and even our Shocker, he's too busy to interfere with my empire. We would like to hire you to create more… well, let's call them, super villains."

"What's in it for me?" Norman asked.

"Ample funding, and a ready supply of human guinea pigs for your more… questionable, experiments."

This deal only made Osborn smirk, since this pretty much jumped his company's R&D forward about ten year, and a _whole _lot of red tape.

* * *

**In case you're wondering, the car thing is **_**exactly **_**how I'd test my superpowers if I were ever bitten by a radioactive spider (the first indicator that I'd **_**gained **_**superpowers would be me being able to stick to walls and surfaces, but that's beside the point).**

**Anyway, I hope you enjoyed this chapter, and as a side-note, I've put some of my stories under the **_**Hiatus **_**category, due to me being in college. My "main" stories are still active, so you won't have to worry about that. However most will remain unattended for a while.**

**I've set up a list so people will know which is which. This one is _not _on the hiatus one, but I just haven't been motivated to add onto it lately.**

**P.S. I'm trying to add other characters from the Marvel universe into this story, so suggestions are welcome.**


	6. Friendly Competition

The next day at Manhattan Midtown High, it was now lunchtime on the roof, and all the second-years were either chatting or taking the time to enjoy their lunches before they had to go back to classes. Everyone was divided into their own little cliques; The jocks. The nerds. The motor heads. The chess club. Etc.

For students like Peter, Gwen, Harry, and Ben on the other hand, the main thing separating them from the _nerd _clique was that they weren't going to just lay back and take it. However, it would be too troublesome to make a big fuss over it, so they just stuck to their own little group and left it at that.

At the moment, Gwen, Harry, and Ben were at their own table and enjoying their lunch waiting for Peter to show up. Whether they knew it or not, Ben's actions had intentionally or unintentionally preventer their friendship from becoming strained with recent events.

"Ben, hey, um, sorry about the angry phone call I sent you before," Harry apologized when the blond sat down. "My dad had to remind me that you couldn't do the studying for me, and I'm sorry."

"You should apologize to Peter. _He's _the one you bit at first," Ben sighed as he took his sandwich from his lunch bag and started munching on it.

"Why're you eating lunch from home?" Harry asked. "Wouldn't it be easier to get school lunches like everyone else?"

His answer came in the form of Ben looking off to another student's lunch. When Harry followed the blond's gaze to a pile of white and yellow-speckled food on a bored-looking student's tray, said student was suddenly mortified when the piece of food on his tray started crawling away, a few students freaking out in the process.

"That shouldn't even be physically _possible_," Harry shuddered as… whatever that was, crawled into an air vent to who-knows-where.

"Most stuff in the world usually isn't, but still somehow is," Ben stated as he took another bite out of his sandwich. Normally being bitten by a genetically-enhanced insect wouldn't have done anything to a person other than make them sick, yet he and Peter were still able to safely develop full-body mutations and get super powers. _I can only wonder what would happen if a person _allergic_ to spider bites got bitten by that red and blue spider. Worst I can imagine is their internal organs would froth out of their eye sockets like a science fair volcano. Oooogh. No more Futurama for me._

"Morning guys. How's it going?" Peter asked as he sat down between Gwen and Harry.

"Oh, the usual. Escorted Ben to the nurse after that rope burn on his hand. Work at ESU. You know, the usual stuff," Gwen said offhandedly, still wondering how Ben was able to recover from his rope burn so quickly. Then again, with everything there is in the world, maybe there was some sort of miracle slave she didn't know about yet.

"I um, want to apologize about biting your head off about the calc tutoring. To both of you" Harry found himself admitting to the brunette and blond. "My dad reminded me of how you couldn't do the studying for me, so… I'm sorry."

"No harm done," Peter said offhandedly. "I've had a lot going on recently, what with the Bugle and pics of Spider-Man."

"By way, Peter, when you get back to the house, you should _really _put more effort into cleaning your room rather than hoarding it any old place," Ben said sipping from the juice box he brought. Funny how dignified a person could look with a white lab coat on.

"I'll uh, keep that in mind," Peter chuckled nervously, remembering how that morning he'd been "practicing" with his web shooters, and had to hide all the evidence, as well as all the junk in his room, on the ceiling. Aunt May had also pressed him to ask Mrs. Watson's neice to the Fall Formal when she found out about it, but like a schmuck, he'd believed in reinforced stereotypes about people with 'wonderful personalities'.

Said thoughts were Ben's by the way, since Peter like most people couldn't recognize themselves as a schmuck.

The next moment, the loudspeaker flared, drawing everyone's attention to the north wall and cutting all conversations short, since announcements during lunch were rarely a _non-_issue.

"Morning students, Coach Smith here with a quick announcement. After the injury of our starting tied-in, and the academic suspension of our backup, ahem, the Midtown Mustangs will be holding three days of tryouts, starting this afternoon,"Coach Smith announced before the speaker shut down.

"Heh, perfect," Harry chuckled, giddy like a toddler on an energy drink. "I am _so _there."

"Uh, Harry. You know I'm _all _about being the encouraging gal pal, but, the words, catastrophic bone-breakage, _do _come to mind here," Gwen admitted trying to sugarcoat it.

"Yeah Har', have you seen the size of those guys?" Peter asked.

"Come on, if you're that worried, how about a little moral support? Try out with me," Harry suggested, causing Peter to look off into space for a few minutes. Ben only hoped to god that he wasn't imagining himself in his Spider-Man outfit with a football helmet on at a game using his superhero moves to totally dominate the game.

"Um, I'll pass," Peter replied. "_No_, pun intended."

"What about you Ben? I know we haven't been friends that long, but do you think _you'd _be willing to help me out?" Harry asked the blond.

"Maybe just so I can cut loose. Try something new," Ben said finishing off his juice box. The thought occurred to him that if their lives were some sort of TV show, that would be the time when a Spider-Man-themed scene transition would occur.

But what were the chances of that?

_***Cue Spider-Man-themed scene transition***_

At the same time in an underground facility with a family-owned body shop as the front, two figures stood in one room separated from a third attending to a forth by a thick pane of bulletproof glass. The first three figures were Norman Osborn, CEO of Oscorp, and recently contracted super-villain creator for The Big Man. In the opposite room attaching wires and such to the forth figure was Otto Octavius, one of the leading scientists at Oscorp who seemed to have a bit of an inferiority complex. Then there was Hammerhead standing in the corner of the room behind the thick pane of glasas, one of the hitmen for the illustrious Big Man, whose past was a total mystery due to a head injury that resulted in the re-shaping of his skull with a form of nearly unbreakable metal and his emulation of mobsters from movies in the 20s from the movie "The Al Caopone Mob".

On the other side of the room with his arms bound to a large machine that took up most of the opposing room with wires stuck to his head and chest was one of the more… _familiar _faces to our friendly neighborhood Spider-Man, Flint Marko. Just recently he and O'Hirn had been busted trying to rob a premier jewelry store, but had their bail paid by The Big Man through an indirect third party. Marco was brought to the hidden facility for preliminary experimentation, which was about to commence.

"So uh, Doc, what's with the extra arms?" Marko asked as two of Dr. Octavius' arms attached wires from the bracers his wrists were locked into to the sides of his head.

"These uh, well, they allow me to multi-task, manipulate difficult objects," he explained while one of his arms passed him a clipboard. _"And of course maintain a safe distance," _he said more to himself in a hushed tone.

"_You _need a safe distance? What about me?" Marko demanded as he struggled against his binds.

"Actually, there _are _concerns," Octavius stated nervously, causing Marko to try and break out of his binds.

"Marko, relax," Hamerhead said coming into the room with a pair of sunglasses on. "Procedure's simple, painless, and totally worth it," he said trying to allay the man's fears. "Show him."

"Uh, yes, well, um, the subject is infused with millions of microscopic silicon granules, creating sub-dermal silicon armor" Octavius asked as a screen with a diagram on it appeared before Marko. "Now, in theory, you'd be able to pass through metal detectors, well, undetected. And he'll be, impervious."

"Impervious? What, is that a good thing?" Marko asked, and had Ben been there to witness the whole thing, had he not been trying to stop such an experiment based solely on theory, he would've palmed his forehead at the man's… _unintelligence_.

"Yeah. Means nothin' and no one can hurt you," Hammerhead said, doing Ben's hypothetical job for him. At least the latter anyway. "In_clu_ding Spider-Man," he said, causing Marko to smirk.

* * *

Prior to that afternoon back at Midtown High, Peter overhead Flash and Kenny talking about using Harry as a tackling dummy, since Kenny "broke" his last one. Peter soon reconsidered not trying out, and decided to join in to show guys like Flash what he was really made of.

At the moment, Gwen, Liz Allen, Sally Arvil, and Glory Grant watched from the bleachers as the dozen or so contenders stood alongside the football team for the first of the three days of tryouts.

"Alright ladies, listen up," Coach Smith instructed. "I only have room for _two _of you on the team. One starter, one backup," he said not noticing how Flash and Kenny seemed to be giving a little more help to one Hobie in particular than the others. "Alright, helmets on. Let's play some _football_."

The first part of the tryouts were receiving passes. Flash threw the ball hard to knock some of the competition out of the running from the get-go, while purposely throwing a weak shot so Hobie could catch it easier. Peter stumbled out of his catch after holding onto the ball for a few seconds, Harry caught his with a little trouble, and Ben caught his like a pro, the latter two causing Flash to scowl.

Later was Harry running a ball down the field and avoiding other players, Kenny trying to trip him up only to make himself look foolish when Harry jumped over his extended leg. Peter used his spider-sense to avoid a sidelong tackled from Kenny and used his spider strength to leap through the air and run for a touchdown. Before Ben went, he noticed that Peter was looking in Gwen's direction with a smile on his face, but then realized he was still infatuated with Liz Allen. She was nice enough when she wasn't being a total '_cheerleader_', so he personally had no problems with her. A minute later when his turn came, instead of dodging the oncoming players, he sidestepped them before driving his shoulder into their side, knocking them down one by one like dominos. When Kenny tried tackling him, Ben surprised everyone by bringing the plus-sized teen to the ground like a sack of potatoes with a powerful shove before completing the pass and shouting a-

"YEAH! Get some!" he said spiking the football into the ground, actually denting it before walking off.

A few hours later, the first day of tryouts had ended, Coach Smith taking some finishing notes with his clipboard while Flash was watching over his shoulder to see who was most likely to join the team.

"Some real talent out there, your buddie Hobie, oh he's good," Coach Smith said as he took some notes on his clipboard. "But uh, those three _skinny _little juniors, they might just be better. They're sure giving King Kong a rough time. Especially when Ben just shrugged him off. Who knew?"

At the same time while Peter and Harry were throwing the ball to one another, Gwen headed for the bus stop, and Ben went to the locker room to change, Kenny and Gloria appeared to be having a falling out of sorts, though only Flash seemed to take enjoyment out of it.

* * *

Later that evening after tryouts and one scientific experiment later, Peter was swinging through the city on patrol while Ben was doing some late-night work at the Daily Grind. While he was musing over the moral ramifications of using his powers for football, then comparing them to "natural talent", the alarm at the Midtown Bank down the street from where he was went off, causing him to swing into action a little prematurely.

"Aw, man, Marko? This is so getting old," Peter groaned when he came to the bank. Oddly enough there was a dust cloud settling over the set of double doors that looked like they'd been hit with a truck. "Where's your partner?"

"Heh. Don't think I need a _partner _anymore," Marko, now calling himself the Sandman, said as he enlarged his fist before nailing Spider-Man right in the face, then hit him with a silicon-based kick.

"Ugh. What just-"

"Happened? I just happened. Sandman happened," Marko interrupted as he leapt forward and turned into a pile of sand before reforming for show.

"Now that's just wrong," Peter sighed as the Sandman lunged at him with a hammer fist before dodging and swinging around a lamp post and aiming a two-legged kick at the man's head, only for his legs to get caught by an enlarged fist and thrown into a wall. Sandman then suddenly turned himself into a giant sand fist and sent himself at Spider-Man, only for him to back flip onto the wall. Marko tried smacking him with an enlarged hand, but Peter dodged that one too. "Uh oh," Peter muttered to himself as his web shooters failed to go off. "No, no, no, no, no. Not a good time to run out of web-"

His sentence was then interrupted when Sandman decked him in the face with a sand sledgehammer. Peter quickly punched him in the face, only for it to dissolve into sand before he kicked the man's legs out from underneath him, literally, before taking a hammer fist and get sent into a truck and tipping it onto its side with a loud crash.

"Let me guess, you were on a reality show. Changing faces, or completely ridiculous makeovers?" Peter asked.

"Nice huh? The Big Man did this to me," Marko answered. "To get to you."

"The Big Man?" Peter asked remembering that name from when he fought Shocker. "Who's The Big Man?"

"Uh, he ah- That's need-to-know only," Marko answered, covering for the fact that he didn't know either. "Look, cleaning your clock's been fun, but I've got banks to rob," he stated as the sound of police sirens rung through the air.

He then dissolved himself into sand and slid into the sewers. But not without forgetting something _kind of _important.

"Aaaaaaw man! My money!" he whined, realizing that he'd completely left it behind, causing Spider-Man to chuckle at the man's blunder before web swinging away, leaving the money for the cops to deal with.

* * *

The next day at school, Peter was reading the day's issue of the Daily Bugle. The headline was titled **Sand vs Spider**, using a cool shot of him when he kicked Sandman's legs out from under him, literally.

_Forget football. Soon as school's out, I'm webbing up Sandman once and-_

"Hey Petie. Nice moves yesterday," Liz greeted, unintentionally interrupting his thoughts. "Heard it's down to you, Ben, Harry, and Hobie Brown. _Good luck,_" she whispered into his ear before walking off.

_Course, Sandman will still be around, _after _tryouts, _Peter said as he closed his locker door and tossed the paper through the air towards the trashcan before walking off, not noticing that Ben had caught it before it landed in the grey-colored reciporacal.

After looking over the paper, Ben could only rub the bridge of his nose before dumping it into the trash.

_I know I should be angry about this, or at least upset, but… Maybe Peter deserves a little limelight, _the blond mused to himself. He'd already had his time whether it was trumping Flash, making him look foolish, or "face off" against Electro and The Lizard. _I'll leave it in his hands. I'm just not ready to go out and use my powers this way. Not yet._

* * *

That afternoon, yet another day of tryouts came and went. Peter, Ben, Harry, and Hobie were some of the only remaining contenders after the first day's "bust" of tryouts, and all were doing very well, though Peter and Ben seemed to be doing better than Harry and Hobie. The first three continued to trump all of Flash and Kenny's attempts at preventing them from making the cut, though Ben seemed _intent _on plowing down the jocks at every opportunity.

Little did Peter know that all across the city, Sandman was taking his merry time looting ATMs, bank vaults, jewelry stores, the works.

Then in a flash, no pun intended, the second day of tryouts ended.

"Today was a good day. Haven't made a final decision, but, I'm leading toward Parker as our new starter, and Reilly as our new second-straight," he said causing Harry to hang his head in defeat. "Anyone who wants to change my mind has one more day of tryouts to do it."

"_Unbelievable. The geeks are inheriting the Earth,"_ Flash muttered to Kenny, who could only grumble at remembering how Ben kept manhandling him like a sack of potatoes.

* * *

A few minutes later at the bus stop just outside the school as the sun was beginning to set in the distance.

"You didn't even _want_ to try out," Harry sighed as he and Peter walked under the arch.

"Yeah, who knew?"

"This was _my _dream Pete. You're al_ready _the smartest kid in school. You really need this _too_?"

"If it's any consolation, I'm just trying out as an excuse to knock the jocks down a few pegs," Ben said adding his two cents, remembering the look on Kenny's face when he got knocked over like a ragdoll. "I've already got my intern work at ESU and my part-time at the Daily Grind, so I'll let the coach know I'm declining," he said walking off to the bus.

"Guys, we're heading to the Silver Spoon. Wanna come?" Randy asked as he and his group were about get on another bus.

"Sure, ah, my treat," Harry said enthusiastically.

"Hey, if you insist," Randy replied.

"I'll… rain check," Peter said as he headed onto the bus after Gwen. Ben was kind enough to delay the bus driver a few seconds.

"Ah, _say_, aren't you football stars Peter Parker and Benjamin Reilly?" Gwen asked playfully as the two took their seats around her, Peter beside her and Ben at the seat behind. "How come… you aren't hanging out with your new friends?" she asked as she looked out the window, seeing Harry chatting it up with the popular crowd.

"'Cause I like my _old _friends," Peter answered, Gwen looking over her shoulder to the blond.

"I don't really care for the superficial types," Ben said looking out the window.

"Um, look, I know I've been a bit of a jerk, putting photos for the Bugle before more important things," Peter said digging in his bag for the newspaper, only for one to be passed into his hand from the seat behind him. "But, I promise, it won't happen again," he said passing the blond at his right the paper. "So, can you forgive me already?"

"You're forgiven. It would take too long to train anyone else," Gwen chuckled. "So, Peter, um, the dance is only a few days away and-"

"I asked Ms. Brant from the Bugle," Peter interrupted, Ben rubbing the bridge of his nose at the brunette's lack of tact.

"Wow. That's great," Gwen said nervously. "Um, you don't actually call her Ms. Brant in person do you?" he asked, getting a strange look from Peter before the bus lurched off again. "Never mind. You know, I'm sure you two will have the best-"

"She turned me down," Peter interrupted offhandedly.

"Well, she is _totally _missing out," Gwen said, a bit of relief evident in her tone. "Besides, she's not the _only _girl who would…" she trailed off putting her hand on his shoulder.

"It doesn't matter," Peter interrupted again, Ben smacking his forehead on the bus window at his friend's tactlessness. "There's no way I'm going anywhere near that stupid Formal."

"Right… Stupid formal," Gwen said sadly, Ben finding himself clenching and unclenching his fists before the bus suddenly lurched to a stop. The next moment an armored truck plowed through a couple cars, a pair of police cruisers on its tail.

"Uh I gotta go," Peter said suddenly getting up from his seat. "Because, uh, the Bugle will want photos. _Ex_cept I just promised you I wouldn't put the Bugle before our friendship," he said stopping in the aisle.

"It's okay. Just be careful," she replied.

"Thanks Gwen. You totally rock," Peter said with a wink before heading off.

"Glad you… noticed," Gwen sighed sadly.

At the same time behind her, Ben was clutching at his heart nervously, checking his pulse and trying to find out what was happening to him.

* * *

After ducking into a back alley and changing into his alternate persona, Peter swung down the street after the armored van running amok in Manhattan's streets, then landed on the roof. However, his spider sense began going off after a few seconds, and he narrowly dodged the sand spikes that went through the roof at him. He soon flipped onto the hood and found none other than Flint Marko, AKA The Sandman behind the wheel.

"Surprise," he said before swinging around into the driver's seat window and kicked Sandman into the far side of the van, only for him to turn into sand before re-forming. He quickly punched Sandman across the face, only for a sand arm to grab his fist on the second one and force him back.

"Gee webhead, if I'm over here, who's driving?" Flint asked pointing to the vacant driver's seat.

A moment later, the van punched through a construction yard gate before falling onto its side. Peter was thrown out from the impact, and Sandman simply turned into sand to save himself from the damage.

With a groan, Spider-Man was helped up by a couple of the construction workers, only for his spider sense to go off. Quickly pushing the construction workers out of the way, a wall of sand rose around him and grabbed onto his legs before hoisting him into the air. The sand he was trapped in soon reformed itself into Sandman's right hand, the man's left turning into a long spike aimed right at his head.

Thinking quickly, he grabbed the spike before it could be used against him and crushed the sand arm holding him before flipping over his opponent, then landed on the framing for the new building being constructed. Marko tried smashing him with an enlarged arm, but Peter managed to flip over him and began webbing him up.

"_Heheh. Good thing I re_filled _the web shooters," _Peter chuckled to himself as he continued spraying Marko with more webbing. "Aaaaw. All webbed up and nowhere to go?" he cooed.

"Heh. Who do you think I am? Flint Marko?"

"Is that a trick question?"

"Spider tricks don't work on the Sandman," he said reforming outside the web bindings. "But do sand tricks work on the Spider-Man?" he asked before leaping under a stack of I-beams.

"Oooh this can't be good," Peter said to himself as the half-dozen I-beams were sent right toward him. After quickly leaping to the ground, he web-vaulted himself out of the way as his landing zone was peppered with heavy metal. Before he could get a breather however, the half-dozen I-beams were suddenly dropped on top of him again.

As he wormed himself out of this hold, the Sandman strode to him with a smug grin plastered onto his face.

"You know I hadn't planned on comin' after you, but you're just determined to be the cloud handin' over my sunny sandy beach," he said re-forming his right fist into a hammer. "Time to change the weather. Forever."

Peter's response was to send a glob of webbing onto Marko's face, then launch a line into the air and over an I-beam, then back down onto the I-beams pinning him down. Right as the Sandman yanked off the webbing and finished re-forming his face, he yanked the metal beams off of him and landed on another beam.

"Alright Sandman, show me what you got. Or better yet, I show _you_!" Peter said suddenly throwing the I-beam over his head and down on him like a club, only for Marko to re-form yet again and punch him.

"Wow. You sure showed me," he said sarcastically as he turned his fists into hammers.

"Well the hammer thing's getting' old pal," Peter said dodging another swing, then flipped over Marko's head before a set of tendrils suddenly pinned him to the side of a cement mixer. He quickly punched through it, only for it to get half-way done and re-fom.

"Heheheheh. I can keep this up all day. Can you web head?" Marko asked.

His answer came in the form of Spider-Man yanking a steel girded down and onto his sand arm, freeing the web swinger from its grip before he back flipped onto the cement mixer, then dodged another two tendril strikes before leaping off onto the under-construction building.

As he leapt from beam to beam, his left hand slid off the metal with a low scraping sound only he heard. After getting a quick breather, he rubbed the sand off his hand before a plan hatched in his mind.

"I guess if I'm going to win, I'm going to have to take a dive," he said seeing a cement mixer on another rooftop. "Literally," he said as he leapt out through the open, letting himself get hit mid-swing and fall onto the roof.

In a pillar of sand, Sandman leapt up onto the roof and walked toward a downed Spider-Man, all the while not noticing the valve for the cement mixer right above him.

"It's hopeless Spider-Man. When you were the only one with powers, you had me beat, but now King Sandman reigns supreme," he said as his right hand formed into another hammer, and his left into a spiked mace.

"Your majesty," Spider-Man droned sarcastically as he yanked the valve off the cement mixer. "Allow me to erect a statue in your honor," he said dumping its contents out onto Marko, turning him into a concrete statue. "Michelangelo. Eat your heart out," he said before removing the lower part of his mask and spitting some of the sand out from his teeth.

* * *

The final day of tryouts turned out pretty much the same as the others. Harry and Hobie did their best to make the team, and Ben plowed down pretty much everyone in his way. Peter on the other hand got his butt handed to him as he repeatedly failed in the most simple of actions. Or at least simple when you had spider powers.

"Alright boys, with the withdrawal of Ben from the rankings…" Coach Smith said remembering Ben's chat after tryouts. "Osborn, you're first-string. Brown, second. Parker, maybe next year."

"Yeah. If we're desperate," Flash chuckled. "Hahahahahahah."

"Funny, I don't remember you laughing when I plowed over you like wheat during tryouts," Ben said uninterestingly as he looked at his nails, causing the blond to scowl at him before walking off with the in-crowd. "It's so easy to get a rise out of him," Ben chuckled.

_Hey, if I wanted all the glory, I wouldn't wear a mask, _Peter told himself as he watched Harry run off with Glory and the in-crowd. _So Harry _gets _his dream, and I watch from the sidelines._

"Ice cream?" Gwen asked walking up to Peter with a pair of ice cream cones in her hand.

_Of course, that has its benefits too, _he said taking a seat next to his best friends.

* * *

Later that evening at the Parker residence, Aunt May was working through the bills with the money that she, Peter, and Ben had been able to pull together recently. As she took a sip from her coffee, the front door opened.

"Peter, Ben, is that you?" she asked looking up from her work.

"It's just me," Ben sighed as he set his bag down by the doorway and sat across from her. "How are things going with you?"

"They're fine, all things considered," Aunt May said trying to wave off his worries. "More importantly, how's your job going?"

"It's mostly part-time, so making assistant manager may've been a bit auspicious of me," Ben sighed before resting his head on the table over his hands.

"You seem troubled. Is something the matter?" Aunt May asked. "By the way, where's Peter? I don't think the tryouts would've been _this _long."

"He and Gwen are hanging out," Ben answered, feeling that familiar tugging at his heart from before on the bus. _What's this feeling? Could it be the mutation? No, I've had that for nine months or so. It's got to be something else. _"Uh, anyway, Peter didn't make the team and I resigned, so I just headed home."

"Ah, I see," Aunt May nodded, remembering the sweaty jerseys that Peter and Ben had been bringing home. "You know, if there's something wrong, you can always tell me," she said, noticing how depressed Ben seemed to be.

" . . . How can you tell?"

"Oh, a woman's intuition," she chuckled.

" . . . I don't know. I've never felt this way before," Ben sighed as he rested the side of his head on the table, looking out the window to the skyscrapers in the distance. "It happened before last summer. When I met Gwen the first time, I felt… _something_, and then a few months later when she got that internship at ESU, I felt very happy for some reason. Now though… I don't know why it is, but when I see her and Peter having fun together…" he trailed off as he gripped the left side of his chest. "I don't know what it is, but for some reason I feel… lonely, even though I have you and the others."

"Hmmmm. I think I may know what it is," Aunt May chuckled. "It's love."

"L-Love?" Ben gasped, a tinge of pink suddenly appearing on his cheeks. "Th-Th-That's preposterous. We've only known one another for a few months, and even so, she and Peter have more history."

"Having history with a person doesn't determine what love is," Aunt May answered as she went to the fridge and poured a glass of milk. "Love is when you truly want to be with a person, and those pains you feel when you see her and Ben together attest to that. If you're jealous about them being together, then that just mean you want to be with her all the more."

" . . . Couldn't this be construed as you working against Peter?" Ben asked, feeling like he was betraying him by maybe liking Gwen.

"I'm not one to chose favorites like that," Aunt May said passing the glass of milk to Ben, which he took after a few seconds. "Besides, I've watched the two of them grow up together all these years, but Peter doesn't seem interested in Gwen that way unfortunately. She's a nice girl after all."

"Yeah, I noticed," Ben said bitterly. "I'm not sure if I'm genuinely upset with him or not, but seeing him lead Gwen on like that… It just makes me so angry, I don't know what to do."

"Well, I'm sure everything will work out for the best," Aunt May said as she continued with her paperwork. "By the way, have you met Anna's niece, Mary Jane yet?"

"Her? Oh, she's very nice," Ben replied. "If only Peter didn't believe in reinforced stereotypes, then maybe he'd have a dance for the Fall Formal instead of falling all over his face trying to get that secretary from the bugle to go with him.."

"Stereotypes? Like what?" she asked.

"He told me that you said Mary Jane had 'a wonderful personality'," Ben answered. "For teenagers these days, it usually means someone's _nice_, but not physically attractive. Honestly, what he sees in those cheerleaders at school I'll never know," he sighed as he downed his milk.

"Oh, by the way, the Connors family dropped by earlier today. They said they'd brought by your stuff from home," Aunt May said motioning to a stack of boxes by the stairwell. "I never knew you kept pet spiders," she said motioning to the ones in the tank on top of the crates.

_Ah, that's right, the spiders that gave Peter and I our powers, _Ben said as he leaned down and looked at the tank, observing the blue red-tinted spiders. "Thanks for letting me know. I'll start moving my stuff myself, so you don't have to worry about it."

"Well, ask for help if you need it," Aunt May said as she got up and headed towards the phone. "I'm going to call Peter and see when he'll get back."

Ben nodded before heading up the stairs, holding the tank to his body to ensure that the cage did _not _break and let any of the spiders lose. He had no idea what would happen if someone of Aunt May's… _advanced _years were to be bitten by one of these things, and it was entirely possible that age was a deciding factor in the degree of the mutation. When he got bitten, his eyesight had improved _considerably_, and his baby fat seemed to be burned away overnight and replaced with muscle, though that wasn't enough to determine if being young or old was a deciding factor or not.

_I still haven't been able to isolate the variable that made it so Peter and I both developed the same strain of full-body mutation, so until I can do that, it would be too risky to use these spiders for practical purposes, _he said as he carried the tank up to the room. _Hmmm… Three of the spiders have passed away since I've fed them last. That means there are only eleven left, _Ben said noticing the three tiny corpses in the three-by-five tank. _These spiders were made sterile through the genetic alteration, so once these spiders go, then their powers will die with them unless someone's able to replicate the results again, but even then getting the exact same results would be next to impossible with all the variables involved. But… even if that happens, _he told himself as he set the spider tank against the wall of his guest room to the side of the window. _There's no guarantee that the type of mutation will be the same. I suppose I'll have to keep these spiders alive as long as I can and study them before they all pass away. They may be the key to truly understanding our powers, _he said looking out to the city.

After securing the spider tank against the wall, he went downstairs and began bringing his stuff up to the room that the Parkers had been kind enough to give up. After feeding the spiders, he began using his enhanced strength and spider-traction to cut his workload in half.

It was the little things with superpowers that made them fun when you weren't saving people. Of course, if things kept escalating, he may have to take up the webs himself and start playing hero. Or at least try.

* * *

**And another chapter ended. I finally decided to re-introduce the spiders the granted Ben and Peter their powers, so it'll be entertaining to see him taking care of them for the rest of the story.**


	7. Vegas 13

**As you may have noticed by the name, this will be the first chapter based on events that did not occur in The Spectacular Spider-Man, but originated in a different Spider Man series. (Or at least aside from Ben's introduction as a character instead of a clone of Peter. Literally.)**

**Usage of specific characters belongs to Marvel.**

**Hope you enjoy the chapter.**

* * *

It was a day after the team placements for the Midtown Mustangs had been announced, and there had been an evident change in the group dynamics among Peter's admittedly small group of friends. Mainly in the fact that Harry was now hanging out with the in-crowd non-stop. Though he couldn't fault him for that since he himself wanted to do that in the beginning of the new year, Harry acted like he didn't know any of them now, and it was a bit depressing.

"Hey Gwen, random question, but do you have a zombie plan?" Peter asked trying to strike up a conversation. _Any _conversation was better than the stagnant silence that had permeated the group for the past few days.

"Zombie what?"

"A zombie plan. It's for the people who are prepared for if zombies take over the Earth," Peter answered. "For those who don't, they're called dinner."

"Zombie plan? Didn't we stop talking about that freshman year?" Harry asked, actually talking to Peter for the first time in three days since the football tryouts.

"Hey, it never hurts to be prepared," Peter stated. "Especially with half the stuff going on in Manhattan."

"I'll get a third opinion on that if you don't mind," Harry stated. "Hey Ben, do you have a, _quote_, Zombie Plan, _unquote_?" he asked as the blond walked up to them.

"A Zombie Plan? Of course I don't," Ben stated adamantly as Flash and his clique chose that time to walk up behind them.

"Finally someone with some-" Harry said until.

"I've got twenty _seven _Zombie Plans," Ben finished confidently.

"Twenty seven? Wow, I'm actually impressed," Flash said with a newfound respect for his lab coat-wearing peer. "And here I thought I was the only one preparing for zombie-geddeon."

"Well don't be dirt bag," Ben hissed. "Half of them involve me using your fresh corpse as bait, while I make my initial escape, from the _legions_ of the undead."

"Are you all brain damaged?" Harry stated to Peter, Ben, and not-so-surprisingly Flash. "With all the problems in the world, let alone Manhattan, I'd think you'd spend less time coming up with things like that and more time-"

"Ooooooooooghhhhhh…" a voice wailed out from the alleyway.

"Uh… guys…" Gwen stated as a chill suddenly ran up her spine. "_Scientifically, _what are the chances of there actually _being _an actual zombie in real life?"

"From what I've seen in science, there's no such thing, as 'no such thing'," Ben stated with crossed arms. "Remember the ten foot tall _lizard_ man?" he asked poignantly.

Peter and Gwen nodded their heads as the groaning sound continued to issue from one of the darkened back alleys.

A few seconds later as the low moaning sound caused people to stop in the streets, people began to panic when a green-skinned monster of nearly seven and a half feet with glowing pink eyes and rotting flesh started lumbering through the streets.

"I-Is that a real zombie?" Flash stuttered as the creature walked into the middle of the street.

"Do you really want to find out?" Peter asked.

"No way, I'm out of here!" Flash cried as he ran off, the rest of his group smart enough to run from the zombie the moment it stuck its head out around the alley.

Ben only turned to Harry with a smug grin on his face. "And you said zombie plans were _stupid_."

"Ahhhhhh!" several people in the streets screamed as panic ensued, civilians scattering in every direction as the thing began to shuffle down the street.

Possibly in the search for human flesh? One can only guess.

"Come on. We're getting out of here," Ben said as he grabbed Peter and Gwen's wrists before pulling them over towards the corner where he hailed a cab, his spider-enhanced strength lifting the two of them off their feet. "Taxi! Anywhere but here! Fast!" he ordered as he slapped a twenty onto the dashboard, the cab driver peeling rubber the moment he saw the zombie around the corner.

* * *

A brief cab ride that transferred to a bus ride later, and the group of three found themselves back at the Parker residence.

"Why are we out here? Shouldn't we be in the city trying to get our families out?" Gwen asked as she sat on the couch in Peter's living room. "And what about the others? What about them?"

"It's safer out here away from the city, and if the zombie horde begins to come our way, it'll be easier for us to reach the major freeways before they become choked with stalled cars with people fleing the major population centers then if we were in the middle of Manhattan," Ben answered with the scientific authority one got from working in a biogenetics lab. "Besides, your dad has a gun, police training, and a group of people with similar skills on his side, and Harry's building is easily fortifiable in addition to him being able to afford instantaneous aerial evac via helicopter, so they're all safe. As for the others, if they can run faster than a living corpse, then they may survive yet."

"Is this really it then? A real-life zombie-pocalypse?" Gwen asked nervously as she clutched Peter's arm.

"Well…" Ben started, ignoring what he'd just seen for some reason. "We'll need to see how the media is taking this, and if whether or not any attempts to stop that thing have been made, " he said as he turned on the TV, flipping through channels until he came to the news station. "I just hope they're willing to stop this before it starts. If _humanitarians _bring about the end of the world, I won't be surprised."

"-umerous confrontations, the creature on sight continued to push through the police block set out on North street. After taking several rounds, the creature suddenly retreated into the sewer systems," the news reporter announced, footage of bullets bouncing off the zombie-like creature playing on the screen before it suddenly tore a manhole cover from the street and crawled in. "At the moment, it has not been confirmed whether or not this is in fact an 'actual' zombie. However, New York police insist that those without urgent business stay inside until this issue is resolved. This is Channel Five News, and we will provide updates to this story when available."

"It hasn't turned anyone into zombies?" Gwen asked, a hint of relief in her voice.

"Hmmm… That creature…" Ben said with his hand on his chin as the screen showed a picture that someone had taken of the creature before. "It's coloration reminds me off… Ah! I got it!" he said suddenly rushing up to his room like someone lit his ass on fire.

"Did you remember something?" Peter asked as he followed the blond up the stairs out of curiosity.

"Do you know what that creature _is_?" Gwen asked as she followed behind.

Ben continued typing into a computer, his fingers running so fast over the keys and touch pad, running through a checklist of conspiracy sites until he came upon one that stood out from the others.

"Here! Read this!" he instructed as he turned the computer towards them.

When they looked at the web page, they saw what looked like a long article, the words "gamma radiation" automatically standing out. To the left was a picture of some upturned ground in the middle of a wasteland, the words beneath the picture reading, **Nevada Desert: Pocket Gamma Bomb test site**.

"What does this have to do with that zombie in town?" Peter asked.

"It's a long shot, but it's green coloration potentially points to its source of origin," Ben stated. "Gamma radiation."

"Gamma radiation? Like form the Pocket Gamma Bomb?" Peter asked.

"Yeah. They were initially designed to only target organic material without damaging buildings or equipment, but complications in the field have recently caused those venues to be cut," Ben summarized, remembering the rumors about how Dr. Bruce Banner had been in charge of such a project, but was now on the run because the government considered his body their property, just because he could jump a hundred feet in the air or smash a tank with his bare hands.

"But how can gamma radiation create zombies?" Gwen asked.

"I don't know. That's what I'm going into town to find out," Ben said as he fished out a lockbox he'd managed to get to the Parker residence from his home out from under the bed. The next moment Ben pulled a black Glock 9mm, causing Gwen and Peter to fall back on their butts and move towards the wall.

"B-Ben! Why is there a gun in your lockbox?" Gwen asked nervously. It wasn't that she was afraid, since her dad had shown her how to use a gun in an emergency, but for her friend to actually _have _one caught her off guard.

Ben checked the gun's safety, then removed the magazine before loading it with the utmost care. "That thing may've just crawled into the sewers, and no one's been turned into a _zombie _yet, but that doesn't mean it _can't _turn people into zombies."

"And what does that gun have to do with it?" Peter asked nervously. "Why's that thing even here anyway?"

Ben pulled out a shoulder holster before strapping it under his armpit, then went to his closet and pulled out a black jacket before putting it over himself, zipping the jacket up to the middle, his weapon now hidden.

"Before my dad… You know…" he trailed off sadly. "He gave this to me, along with the key. Told me if something were to happen, then I should take this with me," Ben answered simply. "For a man of science like he was, there's no such thing as over-preparation. You're either ready for what science creates next, or get killed by what comes out of the next tank. Whether that tank thing is literal or figurative is up to happenstance, and I'll be _damned_ if I let myself be turned into zombie chow."

"Wait, you think that thing may be _science-_based?" Gwen asked. "For all you know it could just be a green-colored zombie that had nothing to _do _with science."

Ben grabbed his cell before texting a message into it. After a minute, he shut it and stuck it into his jacket pocket, slid his wallet into his back pocket from the nightstand, and crammed some change into his jacket pocket. "I just texted Billy. Apparently, he and Martha have locked themselves into the house and are fortifying it as we speak. Told me Curt and Eddie went out to the lab. See if he can do anything."

"We'll go with you then," Gwen said.

"No. You and Peter need to stay here," Ben said as he reached under his bed before pulling out a crowbar. "To my understanding, this is the best weapon when dealing with zombies. It's strong enough to crush a human skull with a good swing, but it won't hold out forever."

"It's a bit scary that you actually took the time to think all this through," Peter said nervously as Ben put the crowbar in his hands.

"Wait, my dad's still in the city," Gwen argued. "And I care about Dr. Connors too. You can't just go without me."

"Don't mistake my motives," Ben said as he headed downstairs. "I still haven't forgiven him for what happened _last _time, and if I find out he's somehow responsible for this _thing_, then I won't be as forgiving as I was before. I've already been electrocuted and flattened, and I don't really want being turned into the undead added to that list."

"Now wait Ben, Dr. Curt would never…" Gwen started, but then stopped when Ben looked back at her, unfortunately dredging up memories of the past… _encounters _involving Dr. Connors.

"Until we hear it from the man's mouth, we can't rule that out as a possibility," Ben said. "Now, if you're going to insist on coming, then follow me. In a few hours, they may stop running the busses across the city if the panic gets bad enough."

Once they were downstairs, Peter quickly jotted a note down and stuck it to the fridge, crowbar at his side and within a moment's reach. Especially with his spider-sense.

"What's the note for?" Ben asked, but almost immediately realized the answer.

"So that when Aunt May gets back, that she'll know what's going on if she doesn't already," Peter answered. "Hopefully things don't get that far."

Ben nodded and was about to open the door, but then turned to Gwen and looked at her warily.

"Is something the matter?" she asked.

"You need to tie your hair up and put it in your shirt," he stated. "If its left as it is, a zombie or something could grab it. And then…" he said as he made a chopping motion at his own neck. "I need not explain further. I may've been home-schooled most of my life, but even _I _know how zombies work, religion, science-based, or otherwise."

Gwen reached into her pockets and checked frantically. After a few seconds, she found a scrunchie and tied it around her hair. "Should I even ask the otherwise?"

"Not if you don't want to lose sleep over it," Ben replied.

"I just can't believe this is happening," she said as she stuffed her ponytail down her shirt and committed herself to ignoring the itching. What could she say? Ben made a convincing argument.

"Gwen, I need to have one last word with Ben. Then we'll go. Could you wait for us outside?" Peter asked.

Gwen nodded in affirmation as she shut the door behind her.

"Don't worry Peter. I'm way ahead of you," Ben said cutting his friend short. "Each of us will wear a Web Shooter beneath our sleeves, and if it comes down to it, use our powers to get ourselves, Gwen, and Aunt May out of the city if she's with us."

"What about the others?" Peter asked. "Aren't there more people we could save?"

"I'm sorry Peter, but we can't risk our safety by dragging someone else along with us," Ben said. "The fewer people the better. Plus, fewer numbers are better for Zombie Plan 27."

"Need I ask what Zombie Plan 27 is?" Peter asked as he opened the door, the small group heading down the empty street toward the nearest bus stop.

"We make a break for it and head for Alaska," Ben answered. "Since zombies don't possess body heat, they'll freeze like corpsicles. However, we'll need to steer clear of the major highways as the major populaces are trying to leave the major population centers. If things get bad enough, those highways will be a tasty flesh bottleneck."

"Gross, but effective I suppose," Gwen shuddered as she saw a baseball bat laying across the ground.

"Take it," Peter said. "It'll be better to have it and not need it than to not have it and wish you _did _have it."

Gwen looked conflicted for a moment, but then took the baseball bat and headed down the street, trying to look as unintimidating as possible.

* * *

Meanwhile in the Osborn penthouse, Norman Osbron looked over the city through his panoramic-view windows, an hour after the initial "zombie" sighting having taken place right around Midtown High. Of course, he was a bit _skeptical _about the whole thing, since he didn't really believe in magic or anything like that, but Harry's description was convincing enough for him to hire on a couple extra guards and have a helicopter on standby.

A few minutes into his musing later, the door to his office opened, Osborn placing his hand into his jacked on the gun he now had hidden on him, only to ease up a bit when his butler came in.

"Sir, you have a guest to see you. He says it's about _business_," the moustache'd man stated, a familiar silhouette visible behind him.

"Let him in," Norman stated as he looked back out the window.

With a nod, the butler let the suit-wearing man with the flat-topped skull into the darkened office, the sun beginning to set in the distance.

"The Big Man sent me over in regards to the recent, _zombie _sightings," the man stated with his arms crossed. "I know your deal consisted of funding and guinea pigs, but I never would've thought you'd do something as profane as _this_."

"I'll have you know that what_ever's _going on in the city has nothing to do with my company," Norman said looking out into the city, seeing the streets getting progressively clearer. "Whatever's going on now is as much a mystery to you as it is to me."

"Hmmm… Just be sure this doesn't escalate. The small-timers are already in a panic with Spider-Man alone, and the Big Man's men are starting to get even _more_ hesitant. If this goes on for too long, you can consider your deal cut," the hammer-headed man said before leaving the office, leaving Norman to his own designs.

"Spider-Man… You've already faced The Vulture, The Lizard, and The Shocker," Norman said looking out into the city, almost able to _feel _the anxiety in the air. "How will you fare against… The Digger?" he wondered aloud.

* * *

Meanwhile back with Gwen, Peter, and Ben…

Thankfully for the three, the busses were still running, and the apparent zombie hadn't been sighted in several hours. However, the people were still scared, and it showed. The bus was practically empty except for the three of them and the driver, who thankfully was complacent with the group carrying weapons, though he didn't know about the gun Ben was hiding. At the moment the streets were silent, and some of the houses were boarded up. Hardly anyone was out and about, so either everyone had wizened up and was hiding inside, or they had already become food for the living undead and were waiting for their next meal.

Hopefully the prior rather than the latter, because between the three of them, they only had six bullets, a crowbar, and a baseball bat that was picked up off the street. Peter and Ben both had spider-based superpowers, but after realizing the ineffectiveness of only holding onto _one _web shooter, Ben passed his back to Peter since he had more practice.

"The streets are empty. Do you think anyone will be worried about us carrying weapons?" Gwen asked. At the moment she was in the middle between Ben and Peter with the prior in the front and the latter in the rear. This arrangement was made, unknown to her, because it acted as an early-warning system.

"All anyone will see is a girl carrying a bat and a boy carrying a crowbar," Ben said trying to stretch out his senses, even if his powers didn't do that. "Besidses…" he trailed off as he saw people barricading some of their doorways. "I think everyone's thinking along the same lines."

"I just hope everyone doesn't start attacking one another," Gwen said nervously. "I only saw one zombie movie with my dad aside from 28 Days, and I'm fairly certain that in this situation, the next thing that's going to happen to the protagonists is-"

"Gimme your money!" some guy with a bandanna over his face said pointing a gun at Ben, while Peter was wondering why his spider-sense didn't go off.

" . . . The safety's on," Ben stated simply, causing the man to look at the side of his gun to the safety. At that moment, Ben kicked it out of the man's hand and into the air, then grabbed it by its barrel on the way down before hitting the guy between the eyes with the pommel, knocking him out like a sack of hammers before he completely disassembled the semi-automatic. "Let's get out of here. Recent events show that things are starting to head south. In a few hours, the city will be up to its eyeballs in complete _an_archy."

"Ben, how'd you know the guy's safety was on?" Gwen asked. "From where you were standing there was no way you could've seen the safety."

"Just… a feeling I had," Ben answered as he ushered the others forward, unintentionally answering Peter's question from just a few seconds ago.

_Oh, I get it. My spider-sense didn't go off because I wasn't in any real danger. Ben's might've gone off because of the assault directed at him, but not enough to warrant that the gun was actually working. Makes me wonder how our spider-sense actually works._

* * *

A few minutes later and thankfully no attacks later, the intrepid trio had made their way to the ESU labs. It was slowly getting darker around them, but there was a car and motorcycle in the lab parking lot. By the license plates on the two vehicles, it meant that Dr. Connors and Eddie were already there trying to figure things out. It never occurred to Ben that Dr. Connors couldn't drive with only one arm, but figured he wasn't the first, and must've found his own style.

Those thoughts aside, they made their way to the back door since that was the safest way, Peter and Ben letting their spider sense guide them as they made their way into the lab. Ben had been given a key by his parents to use in emergencies, and this pretty much constituted it. After locking the back door so zombies couldn't get in without some effort, the three made their way into the lab's main room. Only a few of the lamps were on, keeping the lab pretty dim, but Curt and Eddie's silhouettes were pretty visible.

"Connors!" Ben roared, unintentionally sounding like Max/Electro did when _he _stormed into the lab. "I swear to god, if you're somehow responsible for _whatever_ that was out there, Billy's going to become an orphan in the next five seconds, and I _really _don't want to put him through that," Ben said as he brought out his Glock and cocked it.

"Ben? Is that you? What're you doing here?" Eddie asked.

"And how'd you get your hand on your dad's Glock pistol?" Connors said looking up from the table.

"Just answer my damn question!" Ben hissed. "I'm starting to lose patience in the face of a potential zombie apocalypse, so I'll only ask once more before bullets start flying," he said turning the safety off on the gun as noisily as he could to get the point across. "_Did _you, or did you not, make that thing terrorizing half of Manhattan?"

"No, I swear, I didn't," Connors said waving his hand in front of him.

" . . . Fine," Ben said putting the gun back in his holster. "And to answer your question from earlier, my dad left it for me in case something like _this _happened. Not _exactly _this, but now's as good a time as ever to carry a gun."

"Especially with the city falling to anarchy," Gwen added, remembering how scared she'd been earlier, but Ben had been so confident in the face of danger.

"Connors, I need to know," Peter said cutting in as the two blonds took a seat. "Is it even _remotely _possible for a zombie to exist?"

"By conventional means, no," Connors answered. "When a body dies, it usually doesn't start up once all of its functions cease. A heart can be started up again after a short period, but after enough time, a body becomes incapable of getting up. Especially after rigor mortis occurs."

"But then what is that _thing_, if not a zombie?" Ben asked, deciding to set his gun on the table just in case. "I'm pretty sure I saw some bone through it, and if the smell wasn't enough to validate that it was a zombie, then what is?"

"Look, I'm a biogeneticist, I'm not sure my field of expertise applies here," Connors stated, remembering the kind of _monster _he'd created when trying to do good. "If anything, we'd need a sample of that creature's DNA to try and find a weakness."

"Yeah, but it isn't like it's just going to come crashing through our doors and leave something behind for us to examine," Eddie stated.

Before the discussion could progess any further, a deep groaning sound rumbled through the air, causing the five of them to turn their gaze to the door. Since it was now dark outside, the only thing they had to go on was the sound of heavy-footed shuffling.

The next moment, both Peter and Ben's spider sense went through the roof. Peter grabbed Gwen and ducked behind a desk while Eddie took Curt and Ben behind the other at the moment the lab doors suddenly burst inward, metal and glass flying everywhere as an unholy moan rung out through the air.

When Peter and Ben looked up from behind their desks, their spider-sense flared even more when the zombie from before shuffled into the room. When it first appeared they didn't take that much time to get a good look at it, but now they could see it clearly.

Its flesh was tinted green, with some of it sloughing off a blackened frame underneath. The "grain" of its body resembled that of a Frankenstenian creation, it was wearing tattered brown pants from who knows where, and its glowing pink eyes seemed to be boring into their souls as it shuffled forward.

"What the hell?" Eddie cried as the thing shuffled towards a table before suddenly knocking everything off and onto the floor.

**"Foooreeelliii…"** the zombie groaned in a gravely tone as it flipped another table.** "Foooreeelliii…"**

"Do zombie usually groan like that?" Gwen asked.

"No idea," Ben stated. "Hey Eddie. Want to add fighting a zombie to our repertoire?" he asked the larger blond.

"Uh, I've gone up against Electro and the Lizard only once each, but I've noticed a trend, and our history fighting monsters or super-villians isn't really the best," Eddie stated nervously. "Seeing that thing now, I'm beginning to think it really _is _a zombie."

"I see," Ben stated. "Gwen, pass me the bat and get yourself out of here. Peter. Think you're in the mood to play hero?"

"May as well after I've screwed up," Peter said clutching his crowbard, his spider-sense only _mildly _flaring at the thought of facing that thing.

"Bro, if it's about before, then I forgive you alright? You don't need to get yourself killed over this," Eddie said trying to talk his friend down.

"You and Ben both put your lives on the line to protect us in the past," Peter said clutching the crowbar as he and Ben stood up. "The least I can do is pay back the favor."

"Boys, I can't in clear consciousness allow this," Curt said trying to beckon them back as the creature knocked over another table.

"No offense, but you only have one arm," Gwen found herself admitting as she dialed the phone for her dad's cell and waited for him to pick up. "Maybe you should just step back. Dad? It's me, Gwen. That thing from earlier's appeared at ESU labs."

"_I'll get there as soon as I can,"_ George said from the other end of the line, the sound of anarchy audible through the small speaker. _"Whatever you do, don't confront it. We don't know anything about it yet or what it can do."_

"Seems that my two best friends have other plans," Gwen said as Ben and Peter suddenly rushed the creature.

"Raaaaaah!" Ben cried as he brought the bat down on the thing's back with all of his strength, hoping to do some form of damage. All he got however was a jarring feeling in his arms when the bat shattered in his hands. He tried jabbing the creature as hard as he could with what was left, but only succeeded in making the creature angry. Peter came down from behind with his crowbar to the thing's head, but the piece of metal instead conformed to the shape of its head like in one of those cartoon. "That's not good," he said before the creature suddenly backhanded him with a resounding crack, sending him flying across a desk and knocking everything over.

"Don't worry, I've got you!" Eddie said catching the blond before he could hit the wall.

"Ben! What do I do?" Peter said as he began stepping back as the creature stalked towards him.

"Your adrenaline's probably pumping by now!" Ben shouted. "Throw something at him!"

"Like what?" Peter asked.

"_Any_thing!" Ben shouted, hoping Peter would get the message.

"Uh, okay, here goes… nothing!" he shouted hoisting a desk above his head and threw it at the creature with his spider-strength, only for it to bounce off.

"Oh well this is just perfect," Ben muttered. "Eddie, I need you to take Gwen and get her to safety."

"What about you?" the older blond asked.

"I need to stay here, buy you some time," Ben said cracking his back. "You're the only one I can trust to keep Gwen safe. Please don't betray that trust."

" . . . Alright, I won't. But you better come back in one piece, bro," Eddie said shaking his hand, hopefully not for the last time.

"Got it broski," Ben chuckled before getting back into the fray. "Hey! Tall green and ugly! Come get some!" he said grabbing a chair and throwing it at the creature, drawing its attention once again.

However, that seemed to do _too _good a job, because as soon as the chair bounced off its back in a heap, the creature suddenly rushed at Ben and grabbed his shoulders, causing the blond to cry out under its vise-like grip.

**"Foooreeelliii…"** the creature groaned as it hoisted Ben up by his shoulders. **"WHEEEREEE?!"**

"Peter! Listen to me!" Ben cried as he struggled in the thing's grip. "If this thing really is a living corpse, then it'll only make sense that it doesn't have any weak points to hit. Whatever you do, you have to stop this before it starts. Now GO!" he said kicking it in the face and somehow wrenching himself free from its grip. "I'll catch up."

"For a quick memorium," Peter said snapping a shot of Ben facing against the zombie. "I'll make a great story for our kids someday if we ever have any."

"Heh. You get my good side?" Ben chuckled, despite the situation.

"Yeah… I did. Try to stay alive," Peter said as he ran out the back with the others, hoping this wasn't the part of the story where the blond hero sacrificed himself to save the others.

"I _really _hope this isn't the part of the story where the blond hero sacrifices himself to save his friends," Ben stated before hoisting the nearest desk above his head and charged at the creature with an overhead swing.

* * *

At the same time outside the building, Gwen, Curt, and Eddie just made their way around to the front of the lab, several police cars were already parked.

"Gwen! Are you alright?" George asked as he ran up to his daughter.

"I-I'm fine, but I think Ben and Peter stayed behind to fight that thing off," she said almost on the verge of tears.

"Jean, Stan, you're with me," George said taking the forefront. "Everyone else form a roadblock."

_**BANG **_

_**BANG**_

_**BANG**_

_**BANG**_

"Someone's firing shots!" Jean said rushing up the stairs.

"But who could be firing shots now?" Stan asked following George and his partner.

_**Crash**_

The next moment a body was sent flying through the remaining glass door before it rolled across the ground, a gun in its hand before the figure rose up shakily with a few shards of glass in his back.

"Go down damn it!" Ben shouted as he raised his gun and fired more rounds at the thing's face, causing it to raise them in defense before the other officers began firing at the creature as well.

"So Ben." _**BANG **_"How'd you get wrapped up in all this?" George asked. _**BANG**_

"The usual." _**BANG **_"School ended." _**BANG **_"Zombie showed up." _**BANG **_"Mass panic." _**BANG**_

"We're chasing it off!" Jean said as the thing seemed to lose interest and ran off, once again taking to the sewers after ripping the manhole cover away and crawling in.

"Ben, where's Peter?" Gwen asked as she helped the blond to his feet.

"Right around the corner," he said pointing to the side of the building.

"Peter, are you alright?" Gwen asked as she ran up to him.

"Yeah, but I was pretty useless," he sighed. "Ben put up more of a fight than I did."

"Hey kid, what's that on your shoulders?" Stan asked with a slightly disgusted look on his face, pointing to the shoulders on Ben's coat.

Ben quickly yanked the coat off his back before ripping his shirt sleeves. After checking to see if he'd gotten scratched, he looked at the shoulders of his jacket and found some sort of pink, slimy residue.

"The samples we needed," Ben said holding the suspicious fluid at a distance. "Connors, Brock, get the microscopes, we've got work to do. This may be our only chance to analyze _something _from that creature's body."

"What about Peter?" Curt asked.

"What _about _him?" Ben asked. "He's not your lackey anymore, so he's free to do his own thing. _You _saw to that just fine," Ben said as he headed up to the lab, picking all the shards of glass out of his back before heading in through the wrecked doors.

Connors could only sigh in defeat as he headed up to the lab. "Officer, we'll try to find out what we can and get back to you. Gwen, do you think you could check on my family for me? I'm worried, and for good reason."

"Sorry, but I can't let my little girl go through the city alone," George said putting a hand on her shoulder. "Gwen, I want you to stay here."

"But dad-"

"No butts young lady. Your mom would have my head if I let something happen to you," he said sternly.

" . . . Alright… I'll stay," Gwen sighed, her dad having played the unbeatable "mom card".

"Hey Pete," Ben called out. "If anything, you can earn some money to pay for potential damages. Try and get some pictures. We may need the money by the time this is all over."

"I'll uh… get on it," Peter replied. _That thing seemed to be searching for a man named Forelli, if the added letters are anything to go by. I think it's time I ask around the Bugle. If anything, Jolly Jonah will be trying to find some way to blame _Spider-Man _for this._

* * *

No sooner had Peter gotten to the Daily Bugle had Jolly Jonah started yelling, and spraying, orders at him. However, unlike predicted, Jonah didn't automatically blame Spider-Man for this, and accredited it to some sort of Frankenstenian mad scientist's creation gone horribly wrong.

In terms of pictures, he had a couple from when he and Ben fought "The Digger" as Jonah put it, but the man was in a charitable enough mood to pay for some of the more "premier" shots.

After that brief exchange, he asked around the investigative department and finally came across a man by the name of Foswell. After a bit of questioning, Parker finally got his answer.

"Well, there _is _a retired man by the name of _Morris _Forelli, but he's served his time and has been clean for years," Foswell stated. "Of course, heh, we're talking about a zombie. It's moaning could mean just about _any_thing."

"Yeah, maybe," Peter said as he entered the elevator. He figured if this was a TV show, this would be the part where a couple hundred spiders tittered across the screen in the form of a scene transition.

***Cue spider-themed scene transition to black***

No sooner had the teen stepped out of the bugle had a black 1957 Chevrolet Bel Air pulled up in front of him and stopped abruptly. A moment later a tall muscular figure in all black with sunglasses stepped out of the car and stood over Peter. The teen would've wondered how the giant of a man _fit _in the car, except for the fact that the hairs on the back of his neck were standing on end. And not through spider sense. He was nearly three times his size, and for some reason was carrying a bible in his hand. Peter caught a bit of silver in his gaze through the shadows of the bucket hat he wore, but that was about it.

"You are Peter Parker right?" the large man asked, taking out a newspaper and showing one of the Bugle's front lines showing Spider Man.

"Y-Yeah… Why do you ask?" Peter asked nervously. The man seemed to have caught onto his own nervousness, and had stepped back a bit to give him some breathing room.

"You are the one who takes the pictures of Spider-Man. My employer would like to speak with him on a matter most important," the man stated. "If you could attempt to contact him for us, we would be most grateful," he said passing Parker a slightly-used C-note, as well as a white business card.

"I'll uh… see what I can do?" he asked nervously.

"That is all I ask," the man said before getting back in the car, still amazing Peter how the man could fit there with the roof up. "When you get in contact with him, call the number and call for Bartholomew. I'll let our boss know you're coming."

"Um… Okay, sure," Peter said nervously as the car drove away. After looking at the back of the card, he saw that it was stark white, almost too white, and that the writing was in bold red lettering. "Hmmm… Forelli Retirement."

After looking at the number, he quickly dialed the phone and hit the speed dial button. After a few minutes, the person on the other end of the phone picked up.

"Hello?"

"Ben, it's me. Someone approached me about making a deal with Spider-Man, and I'm not sure what to do right now."

"Who called your friendly neighborhood Spider-Man in?"

"Morris Forelli. Apparently the guy runs a retirement firm. It's a little too suspicious that when a zombie groaning his name comes along, that he tries to contact Spider-Man through me."

"Hmmm… I think I may have a lead onto whatever we're dealing with," Ben said, probably looking into a microscope on the other end. "I'll let Connors know you need some help and get to you when I can."

"Isn't this how _I _got kicked out of ESU?" Peter asked nervously.

"I'll deal with that bridge when I come to it," Ben said. "Meet me at the Daily Grind in half an hour. I'll see you there," he said before hanging up the line.

* * *

An hour later at the Forelli Retirement Firm, a certain web-slinger swung his way through the air before landing on the roof of the addressed building. After landing on a crouch, the building towering above all others around it by a few floors, he walked over to the skylight on the roof, which conveniently had a panel open.

"Yo, I heard someone called my name. Thought I'd just drop in," Peter said dropping into the room upside down, his spider-sense yet to go off. "Uh, anyone here."

After a short click, a lone desk lamp went off in the darkened room. At the forefront of the room was an old man with thinning grey hair, narrow features, and a fine suit. He sat at a large mahogany desk, and all of the room's decorations seemed to be rather old-fashioned. Then again, it was a retirement firm, so what could one expect?

"Greetings Spider-Man," the man at the desk stated. "Odd. I thought you would've been bigger."

"And you must be-"

The man at the desk cut the ten short by flipping a nameplate over the table, the name **Morris Forelli **in italic print.

"Right. Morris Forelli," Peter said, his eyes rolling behind his mask. "I found that Parker kid looking for me, and he said he had something important to tell me. I find it odd that the zombie in town groans your last name, and then someone with the same last name contacts _me _to help. So I have to wonder…" he trailed off as he looked around the room, seeing at least three dozen large men in suits and sunglasses at the walls. "Why call me?"

With a sigh, the old man pulled out a lovingly cared-for picture from the inside of his coat before handing out to Spider-Man. On it was the picture of a little brown-haired girl with green eyes in a white Easter dress. With her was a red-haired woman and a black-haired man who he presumed were the girl's parents.

"Her name is Evangeline. She's my granddaughter. After her parents died in a gang drive-by, I took it upon myself to take care of her," the old man sighed as Spider-Man returned the photo. "Before I formed this retirement firm, I wasn't in one of the most… friendly of businesses. I thought I'd buried my past long ago, but now… it seems to have dug itself back up."

"Yeah. I've noticed," Peter said behind his mask, wondering whether or not he should press the man for details.

"Anyway, I've been keeping my daughter in my safehouse outside the city, but I'm not sure how long it will be until she's eventually placed in danger," Forelli sighed. "For that reason, I'd like for you to make _sure _that… thing gets put down before she gets hurt. Little Eva is all I have left, and I'm willing to compensate you handsomely."

"Hmmm… I figured it would come to this, so I made some arrangements beforehand," Spider-Man said before motioning to the door. "Boys, meet my lawyer," he said as the door opened, the light from the other room flooding into it as a figure walked forward, then closed the door behind him.

"Gentleman, you can call me… Church," the silhouette from the door replied before stepping into the light of the skylight, revealing a teenage-height figure in a blue suit and a white dress shirt. He had a briefcase in his hand, and a collapsed table under his arm, but what really set him apart was that he had a mask over his face much like Spider-Man's.

"Who are you? The Spectacular _Spider-_Lawyer?" the Forelli boss chuckled, deciding not to pick at how this guy got into his building if not through the front door, roof, or setting off any alarms.

"I was actually just going to stick with Church, but that works too," he said stepping beside Spider-Man. "But first thing's first. Before negotiations start regarding this little… problem, I want _all _weapons to be placed on the floor in the center of the room, and that everyone remains facing the walls until the end of the meeting. Your yourself are excluded since it would be rude to not look you in the eye when talking to you."

The suit-wearing men scattered through the large room looked to their boss waiting for their instructions. After the man at the big desk nodded and motioned them forward, the men begrudgingly removed their guns, tasers, or whatever other weapons they were carrying before placing them in a pile in the center of the room. After the men had made their way to the edges of the room and were facing the walls, Church took out a collapsible table before setting it directly over the pile of weapons on the floor before setting his briefcase on it.

Before he spoke however, Church's eyes trailed to his right on the desk in front of him, that acute tingling in the back of his skull warning him of a potential threat.

"You know, there are a lot more weapons here then I thought there'd be in a retirement firm's main building," Church said looking at his fingernails uninterestedly. "Like the one you're hiding in your left desk drawer by the way."

"One can't be too careful," Forelli stated. "Especially with all the "super villains" running around."

"On the table or we don't talk turkey," Church stated. "I want to think that in confidence, that nothing will be directed at us."

"Very well," the man sighed, pushing his weapon out onto his desk.

"That'll suffice for now," Church stated offhandedly. "Now, I do believe you want… The Digger put down, and to guarantee it, you've contacted my client, your friendly neighborhood Spider-Man. I won't dig too deep into this, no pun intended, because the less we know, the better. Also, once our business is concluded, we never met each other, and if we ever come across one another, we don't know each other. Got it?" he asked around the room, getting nods of approval after a few seconds.

"Good. Now that _that's _settled, I believe I can come to the terms for payment that would suit Spider-Man's lifestyle just fine, so this part of the deal is non-negotiable. Now, would everyone in the room please pass their wallets forward. Come oo, don't be shy now," he said as he opened the briefcase, revealing it to be empty sans for a few pens and a stack of sticky notes. "That includes you too," he said motioning to the Forelli boss.

"Why're you going through my men's wallets?" Morris asked curiously as the men tossed their wallets onto the table in the center of the room.

"Because _used _bills are the best for 'behind the door' deals like this," Church said as he tabulated the amount of cash in each wallet before placing a sticky note with that number on it. "You of all people should know how it would look if a large sum of money were to be moved into an account all at once, and in under-the-table-deals, it's just good business sense," he explained after finishing the tabulations. "Alright then, altogether I count about $16,786 dollars in cash. The change has been left in your men's wallets as well as your own, and their _contributing _fees have been noted onto their wallets," he said emptying the wallets onto the table and closing the briefcase. "Just for the record however, any attempt to take these funds back will result in the immediate annulment of our deal, and remove your daughter's amnesty. Do you understand?"

"I do… As long as you can keep my little girl safe, I won't go after you," the Forelli boss said as the masked 'lawyer' locked the clasps on his briefcase. _That's odd. Spider-Man was here a moment ago. Where did he crawl off to I wonder._

"That's good to hear," Church said before hoisting the suitcase into his hand before stepping under the skylight. "Now then, I will be taking my leave," he said before a pair of web lines suddenly grabbed his shoulders and hoisted him up through the skylight and into the darkness.

* * *

"So we made close to around seventeen grand eh?" Peter asked from behind his mask on a rooftop a dozen or so blocks away from the meeting they'd just left.

"That's right," Church said as he pulled off his mask, revealing none other than Ben Reilly. "I'll head home and stash the money and this outfit in my room. You just focus on keeping that thing occupied while I examine the sample that The Digger was kind enough to leave on my coat," he said as he walked into the shadows and pulled out a backpack held on the wall by some webbing. After changing into his street clothes in the darkness and slipping the bills into his backpack, as well as some of his pockets, he looked down to the alley below, which was thankfully empty. "I should be able to get the stuff stashed in my lock box in an hour, then hopefully finish analyzing The Digger's cells."

"Speaking of which…" Peter said looking down to the streets. "I haven't seen a single zombie in the city aside from The Digger himself. I guess he really _is _a gamma-born monster then, right?"

"Either that or there's a horde of the undead hidden underground somewhere," Ben said as he dangled his legs down the side of the building. "Remember. If _anyone _starts acting suspiciously, make sure there's at _least _twenty feet of distance between you and them."

"Got it. I'll try and stop some of the looting, you just make it home safely," Peter said as he hopped onto the roof and was about to head out. "By the way. Why were you so insistent on being called _Church_?"

"Because it was a unique enough name for a lawyer, yet still believable without the risk of compromising my identity," Ben said before trailing down the wall before making his way to the fire escape, the lack of his spider sense's tingling telling him there were no threats to him at the moment.

"Ben and his role-playing," Peter sighed to himself before cringing. "Yeesh. I _so _did not need that image in my head," he told himself before swinging off.

* * *

A few hours later after stashing the money they'd gotten back at the house in the room he was staying in, placing it in the lockbox so there'd be an explanation for it, Ben walked up to the microscope he'd left on the table and looked it over. "Hmmm… So my theory was correct."

"Oh, you're back. I thought you were going to pull a _Peter _on us," Eddie chuckled, only to receive an elbow to the side from Gwen.

"What did you find?" Gwen asked.

"Complete guesswork partially due to the limitations of the sample from my jacket, which, by the way, I'm burning when this is all over," Ben stated. "But, according to some of Dr. Connor's prior notes on cellular degeneration, apparently, the creature's body is nearly invulnerable, and being a corpse, there aren't any critical points of attack, but, I think through a protracted battle, it might succumb to further injury."

"Your theory's sound, but is there any way to test it?" Curt asked after looking over a chemical analysis of the slime from Ben's jacket.

"The only way we can," Ben said after checking his Glock, finding only four rounds left. "Put it to the test," he said leaving the room.

"Where are you going?" Eddie asked.

"Home. I need to get some more ammo. There's no way I'm getting caught in Manhattan without a working gun," he said grabbing a lab coat and sliding it over his shirt, making sure to hide his gun from view, lest he provoke an attack. _I just hope I don't end up running into my parents before this is all over._

* * *

At the same time across the city, Spider-Man had his work cut out for him. With people boarding up their houses, or in extreme cases, fleeing the city, anarchy was an incident away from breaking out completely. He'd already stuck several dozen punks and would-be thieves to lamp posts, alleyway walls, or into their own cars, and things just seemed to be progressively worse as "zombie sightings" cropped up all over the city every twenty minutes, meaning that the coverage of cops across the city was dangerously thin.

_If things don't blow over soon, I might not be able to handle everything that's happening, _Peter said to himself as he swung across another street, spotting a group of kids in masks carrying bottles with dirty rags in them. _Alright, it looks like arson, but it could be perfectly harmless unless-_

The next moment the teens lit the rags and took aim at an apartment building.

_Yep. Arson, _he sighed to himself as he swung down at one of the teens and caught him with the bottoms of his feet, catching them by surprise. "Hey you kids! Don't you know not to play with fire?" he asked before swinging back towards them, dropping the captured teen onto the other two before webbing them onto the concrete.

"Hey! Let us go! What if that zombie comes by?" one of the teens asked.

"Then he won't be going hungry _this _evening," Peter said before swinging off, ignoring the cries of terror from the downed teens. There was enough evidence on them alone to get them charged for arson, so he wouldn't have to worry about people trying to sue him.

The next moment his cell phone began ringing, so he swung up onto a building out of the eye of anyone watching and took it out. "Hello?"

"_I've found The Digger's weakness, but I don't think the MPD can handle it on their own. Spider-Man will be showing up soon, so you may want to get yourself down there," _Ben said on the end of the line. Peter was wondering why he was talking to him like that, but then remembered when Ben was talking about how calls could be traced.

"Got it. I'll get my camera ready then," Peter said before swinging off. _It's time I put this story to bed._

* * *

A few hours later outside the Forelli Retirement Firm, a manhole cover was suddenly sent flying upward through the air. As soon as it came back down, a green-skinned hand shot out of the manhole before The Digger dragged itself out of the sewer. As it's unintelligent pink eyes gazed around the street, it suddenly landed on the Forelli sign, its eyes narrowing as it growled down in its throat.

**"Foooreeelliii… FOOOREEELLIII!"** it roared as it stomped its way forward, only for its feet to get stuck to the ground to something incredibly stick.

"Hey! Tall green and ugly! Isn't it a little _late _for you to retire?" Spider-Man asked coming down a webline.

**"Foooreeelliii…"** it groaned again as it yanked the webbing away.

"Look, I know you've got your issues, but I can't just let you go tearing in there," Peter said wondering just _why _he was trying to reason with this thing. "I'm afraid I'm going to have to put you _down_!" he said yanking a trashcan away with a webline and threw it at the creature, re-directing its attention at him.

**"Raaaaaaghhhh…"** The Digger moaned as it rushed at him, its fist taking out the lamp post as Peter hopped away.

_Gotta remember to set up my camera, _he said adjusting the camera on the webbing on the side of the wall. _Can't just let a payday like this pass me by_.

The next moment his spider-sense flared, and he quickly yanked his camera from the wall before a fire hydrant was suddenly sent through the air and smashed into the wall where his camera once was.

_Gotta distract this thing, _Peter said to himself. After a bit of quick thinking, he yanked a trashcan from the nearby alley and chucked it towards the creature's face, then launched a bunch of webbing at it before finding a good vantage point before leaping away from his camera, The Digger ripping the trash can away from its face and sent it into a convenience store window. At the same time, the MPD and half the SWAT team showed after receiving a call from the man who was working in one of the building nearby the conflict.

"All officers, I want this area cordoned off. Nothing goes in or out of the combat zone," George found himself announcing over the police radios as a half-dozen cruisers showed up on each end of the street.

_Alright. If what Ben and Curt found was correct, then this thing needs to rest periodically to hold its body together, _Peter said to himself as he dodged another rush from the creature. It was taking everything he had to keep out of its grip, and he didn't want to think what would happen to _him _now that The Digger was so close to its supposed target. _All I have to do is stall it. If what Ben said about those samples he was able to get were true, then I'll know when I've done my job almost immediately._

The next moment his spider sense flared, and he had to quickly leap away from the wall he was on.

_Then again, I might not _last _that long, _Peter said seeing a car's rear end sticking out of the side of a building. _But if I don't stop that thing, there may not be anyone else who can stop it. Sure, Ben might have the same powers as me, but I've got more experience._

"Hey you! I bet if it weren't for gravity, you wouldn't be able to hit the ground!" Peter taunted, honestly having no banter material for the living dead. If that's what this really was.

The taunting seemed to have the desired effect regardless, as it began chucking whatever it could at him. Car, bench, trashcan, you name it, The Digger threw it. Peter did what he could to keep the damage to a minimum, but when you're dealing with a creature that could throw taxis around like softballs, that was pretty difficult. The only consolation he had was that the damage was somehow being kept to a minimum.

At the same time behind Mr. Stacy, Ben walked up to him, his Glock reloaded and his pockets loaded with ammo.

"Ben, what're you doing here? You need to get back. It isn't safe here," George said as Spider-Man dodged another fire hydrant, this one going through another car.

"I won't be able to sleep until I see this thing go down with my own eyes," Ben said crossing his arms as Spider-Man lined the thing's webs with legging and swung-kicked it to the ground. "Maybe it's from actually _fighting _that thing, if running and throwing stuff counts as fighting, but until I see it for myself, I'll never be able to let my guard down in my own home town."

"Well that's all _he _seems to be doing as well," Jean said as Spider-Man back flipped onto a wall before dodging a punch that took the brickwork out like paper mache, then web lined its back before giving a heave and throwing it into the concrete.

"Is that all you got? _*pant*_ I can keep this up all day!" Peter said, though behind his mask he was sweating.

The creature growled lowly before grabbing an empty bus and hoisting it over its head, intent on crushing the web-slinger with it. However, an exhausted look soon came over its face, and it had to drop the vehicle behind itself. It was at that moment that it's body seemed to begin breaking apart, just like theorized.

"It's exhausted! Open fire and don't stop!" Ben shouted as he quickly whipped out his pistol and began firing rounds into the zombie's hide, chipping bits out of its flesh before a storm of metal began flying through the air out of pure instinct from all involved, tearing the beast apart as its pieces fell to the ground around it.

The creature screeched as it tried to escape into the sewers while plowing through the gunfire, only for Spider-Man to launch his webbing on top of the nearby manhole covers, thoroughly blocking its escape. A minute later an arm was shot away at the shoulder, then a leg, a piece of its stomach, and after that it was everyone shooting the pieces that moved around.

A few minutes later and repetitive gunfire later, the asphalt was filled with holes, and The Digger was nothing more than gamma-irradiated pulp on the streets. After a few minutes of nothing happening, everyone released a breath they didn't know they were holding, all coming off their adrenalin highs.

"There… It's over…" Ben sighed as he fell to his knees. "It's finally over"

"Yeah, but Spider-Man doesn't seem as happy as we are," Stan said pointing over to Spider-Man.

Ben recognized the look on his face, even behind the mask, as he looked at the pile on the ground that used to be a… a living creature, even if it was a zombie or something like that. Feeling that it was his duty to console his friend, though as indirect as it maybe, he stepped forward on his shaky legs, took a breath, then shouted out-

"Spider Man!" Ben called out getting the wed-slinger's attention. "That thing was never alive to begin with, and if you didn't stop that thing, a lot of people could've gotten hurt! You did what you had to do! Remember that!"

Peter just maintained his stoic appearance before swinging away. Even though what Ben said was true, taking the life of a living creature by _any_ definition would never completely be okay with him. This would weigh on him for months, or even years to come until he got completely over it.

"Do you think he'll be okay?" Ben asked letting his arm fall to his side as Spider-Man disappeared into the distance. "I mean, that thing wasn't _technically _alive, but still…"

"It's alright. I understand," George said putting a hand on Ben's shoulder. "Do you have a license for that?" he asked pointing to the gun.

"It was a memento of my father's. Told me to use it if something bad happened," Ben sighed as he slid the gun back into his holster. "Of course, he wouldn't have expected something like _this _to happen, but still… Am I in trouble?" he asked looking up at the older blond.

" . . . I can let it slide this time. If you hadn't done your research, we might not have been able to find that thing's weakness in time," the man said offhandedly. "Now if you'll excuse me, I'm going to call in the hazardous waste removal squad."

"Well, a potentially gamma-irradiated zombie corpse is as hazardous as it ge- Oh boy," Ben said when he spotted a group of people stalking towards his location.

* * *

**Well, what did you think. After getting the ****Marvel Encyclopedia: Spider-Man**** book, I decided to add onto the villain cast a bit. I paraphrased it a bit though, since the original Vegas 13 storyline consisted of multiple issues, and not just one. ****Also, since I wasn't able to come across the comics to find out how the events transpired, I adapted it into the teen-centered Spider-Man universe.**

**As for what's about to happen before I placed that cliffhanger, you'll just have to wait until next chapter.**


	8. Invisible Hands Behind Everything

A few days later after The Digger was taken down, the setting taking place at Midtown High's roof during lunchtime.

"Can you believe this?" Flash cried as he jabbed a finger at the paper from a few days ago. "That Reilly kid's on the front page, _just _because he found out how to stop that zombie," he growled jabbing a finger at the picture again, which showed a nervous Ben Reilly standing alongside George Stacy, as well as the SWAT team in the background.

"Well, he _did _keep things from getting any worse," Randy admitted. "Still, the kid's got guts to face that thing head-on," he said taking the paper from his friend's hands and skimming over the article to the part where it said he stayed behind at the ESU lab to buy his friends to escape, much like the blond protagonist in every _other _zombie movie with a blond protagonist. "Even if that thing _was _bulletproof in the beginning."

"The guy's nothing but a glory hog," Harry grunted indignantly. It seemed like ever since he'd met the guy, he' done nothing but make himself look good and put it all to waste. It wasn't that he was _genuinely _angry at him, but just that he made it look so easy and shrugged it off like it was nothing. He didn't hate the guy, just disliked him when he was being so aloof and cool about it.

"You got that right Osborn. If you ask me, he's getting too big a head," Flash muttered, not hearing how hypocritical he was being.

"Didn't he save you after you fell off the rope?" Liz asked, remembering how Ben had suffered from rope burn after saving Flash from hitting the gym floor and almost killing himself.

"That's beside the point. _Besides_, Spider-Man was the one who went head-to-head with the zombie, but _Labcoat _and the cops got all the credit instead," Flash muttered.

"Hey, I never asked for all the extra publicity," Ben muttered as he walked past them.

"Really? I would've thought a dweeb like you would _love _the extra publicity," Kenny chuckled.

"That's only superficial," Ben muttered. "Besides, now I've got _them _treating me like some kind of superhero," he said pointing to the school's nerd clique, who were now all waving at him and treating him like some kind of celebrity becaus he fought a "real live zombie" as they put it. If it could even be _called _that. "Besides, I don't remember any of _you _analyzing the Digger's cells from your clothing after it nearly killed you and tried to find a weakness," he added before heading to his table, Peter and Gwen already in attendance.

"Hey Ben. How're the injuries?" Peter asked. After everything was said and done, Ben needed to get some cuts taken care of from when he was thrown through that door, and The Digger didn't exactly give him a soothing massage when it grabbed its shoulders either.

"I'm fine," Ben sighed as he began digging into his sandwich. It went without saying that after that _fiasco _a few days ago, he wouldn't want to be near anything even re_motely _green for a while. "Just a few bumps and bruises and all."

"I'm just glad you're okay Ben," Gwen said putting her hand on his. "I thought you were going to get hurt when you stayed behind to face that… thing. I'm just glad it didn't play out like in the movies."

"I think it goes without saying that the word _zombie _is to never be mentioned around us _ever_ again in open conversation," Peter shuddered. Thought it wasn't in good taste, Peter and Ben had collected close to seventeen grand after that incident. Of course, Ben pretty much being the brains of the operation was made in charge of the money since he was the "face" behind the mask _behind_ their operation with Forelli, and had already planned on stocking up on the supplies needed for more web cartridges, as well as material for a spare costume.

"You got that right," Ben muttered as he sipped on his juicebox. "I've had enough… _undead_, to last me a lifetime."

* * *

The following evening of the same day across town in the same body shop where Flint Marko became the Sandman, Alex O'Hirn stood in a specially-shaped glass tank wearing a special form-fitting body suit that most closely resembled a woman's strapless one-piece. The suspicious alloy hanging in the tank above him with a shut valve on the other hand pointed to a more dubious function than simple swimwear.

"I-It's not that kind of suit Mr. O'Hirn," Dr. Octavius said nervously. "You'll _never _be able to remove it."

"But it's _tough _right?" he asked as the Doc's arms continued to make their final adjustments.

"Indeed. But your skin will _fuse _to the armor," he said placing his hands on the edge of the control panel and standing up. "A thick titanium resin. A permanent change."

"Is it me, or is _you _boy, tryin' to talk _my _boy out of this?" Hammerhead asked. "Look O'Hirn! You'll be tough! Tough enough to break down you-know-who."

"Then what's the _holdup_?" he demanded.

A few seconds later, the front of the glass case was closed in front of him, the clasps locked into place as another two arms unsealed the resin, which slowly poured down into the pre-shaped tank, slowly binding itself to O'Hirn's skin.

Dr. Octavius was about to stop to stop the procedure when he started screaming, but Norman's hand on his wrist quickly stopped him.

"Let it finish," he ordered. "You _owe _me a success. No more flukes like the Sandman. I need super-mercenaries I can mass produce, no matter how many thugs we have to go through. Or how many _doctors_," he said to get the point wholly across.

"What's with the jungle look?" Hammerhead asked once the process was complete.

"Ah, the animal kingdom. Offers _many _useful ideas," Dr. Octavius said proudly. "That armor is a part of him now. A thick impenetrable hide. The extries on top there provide offensive capabilities, making him unstoppable."

"The good doctor has his quirks, but _this _approaches competence," Norman stated. "Your Mr. Lincoln will be pleased."

"Ex-nay! We don't ever use the L-word. Call him The Big Man," Hammerhead ordered.

"What's goin' on?" O'Hirn asked from inside his new armor.

"Mind your own business O'Hirn," Hammerhead ordered.

"Right. My business," he said looking around the room. "Better get _to_ it then!" he said before busting out of his tank, then out of the body shop and down the street, setting off every car alarm he came across.

* * *

The next day, things in the city finally seemed to be getting back to normal after the whole "zombie" thing went down. The Digger's remains were completely destroyed with no samples left behind, and it was pretty much like nothing had happened. Or at least with how everyone was acting.

Amidts the tranquility, Peter was swinging through the skyline remembering back to a discussion Ben had had with him after The Digger business had been concluded.

**"_Alright Peter, if your superhero career is anything like in the comic books, then the super villains will follow the same curve. Every one of them has their weakness, no matter how obscure. Your job as a hero is to find that weakness, and use it to stomp them into the ground."_**

_Yeah. Now that you mention it, The Shocker and The Sandman _did _say something about _The Big Man. _I doubt that _The Digger _was one of his creations, but I have the feeling that he's at the center of all this._

"Must be two thousand in here. Score," a punk with a blue Mohawk said bumping knuckles with the orange-mohawked guy in the seat behind him as the car turned a corner through traffic.

"Heh, yeah, and Spidey's too busy popping bid bads to worry about us," the green mohawked-driver chuckled.

"Ta da!" he said suddenly dropping in on them. "Say my name and I magically appear," he said as the car pulled past a cafe, which was just as full as it was before all that zombie business. "Okay, you should fasten your seatbelts. And _you _should pull over," he said looking the driver in the eye.

"Right, uh, okay, yeah," the driver said nervously.

"No way!" the blue-haired Mohawk guy said pointing a pistol at Spider-Man.

After kicking the gun out of the punk's hand, and then kicking him in the face a few times, the guy in the driver's seat suddenly raised the hood, sending Spider-Man flying before he attached a pair of web-lines to it, then yanked it off and used it as a surfboard.

"Surfs up!" he whooped as the car turned a corner. "Yeeeehaaaaaw!"

He then vaulted off two lamp posts before landing on the car's roof and sending four web globs into the engine, causing it to stall. It soon drifted out of control into a corner and jumped off a loading ramp. Before it could hit the ground, Peter quickly constructed a spider web and caught the car. After tying up the crooks, he leapt onto the side of a building, snapped a few pics, and swung off to do more good.

* * *

Meanwhile back at the ESU labs, things were more or less back to normal. The destroyed lab equipment was replaced from after The Digger ran through there, and the doors were replaced with reinforced versions. All of this was paid for by a grant which the city was generous to grant after the answer came _out _of ESU through the combined efforts of Dr. Curt Connors, Eddie Brock, and Benjamin Reilly.

At the moment Eddie was in charge while Curt spent some much-needed time with his family. While Gwen was feeding the reptiles, Ben took notes on some of the insects. While this was going on, Eddie noticed the nervous looks that Ben shot towards Gwen every couple minutes, and noticed that when his back was turned, Gwen was giving the younger blond a few looks as well.

"_Hey, Ben," _Eddie whispered low enough not to catch Gwen's attention. _"It's almost time for the Fall Formal. You got a date yet?"_

"_Well… No, not really," _Ben sighed.

"_Hmmm. I see," _Eddie said rubbing his chin. "Gwen, could you come here for a minute? Ben has something he wants to ask you," Eddie said pushing the younger blond toward Gwen.

"What is it Ben?" Gwen asked, though a bit nervously.

"Well, um…" Ben said nervously before Eddie gave him another nudge. "Uh, I don't mean for this to come out the wrong way, but… Since you don't have a date, and I don't have a date, do you think you'd want to go to the formal. With… me?"

" . . . I'd like that," the blond replied after a minute with a smile on her face. "Pick me up at my place?"

"S-Sure," Ben said hoping he didn't look as nervous as he felt.

With a nod, Gwen walked away before tending to the lizards once more, this time with a bit of pep in her step.

"_Good job man. You finally said it," _Eddie chuckled.

"_How does everyone keep finding out?" _Ben asked.

"_Hey, I used to be where you are now," _Eddie said offhandedly. _"Of course, I never had to fight monsters or super-villains along the way."_

"_You got that right," _Ben said turning back to the clipboard, a small smile tugging at the corners of his lips.

* * *

The following afternoon, he'd sent the pictures in to Jameson and had asked Betty Brant to the formal yet again. After being told she'd think about it, Peter was giddy as a school girl at the thought of "wearing her down". Even more so when he got home practically smiling from ear to ear.

"Goodness, what's this?" Aunt May chuckled when Peter bound through the door and started dancing with her. She was skeptical about the whole zombie thing and thought it was another monster, though maybe it was for the best, so neither Peter nor Ben corrected her on that.

"It's a great day," the brunette chuckled. "For starters, I sold more pics. Here's ninety percent to pay the bills, and ten percent for my new camera fund," Peter chuckled after passing his aunt the money. "And that's not even the best news. I'm goin' to the Formal Aunt May. I got a date! Almost," he amended mellowing down a bit. "For sure."

"That's wonderful Peter. I'd hoped you would change your mind," Aunt May said happy for her nephew. "So, I took in your uncle's tuxedo, to save you money on the rental. The corsage and car service will be expensive enough."

"Oh, I wouldn't worry about that. Ben came into a bit of money through uh, stock refunds," Peter replied. "I'm sure we can afford to bring ourselves and our dates on a limo. Betty will certainly be happy for it."

"Betty? Who's Betty?" Aunt May asked.

"Oh, this really hot secretary from the Bugle," Peter said heading up the stairs. "Oh, and be sure to tell me when Ben gets back. I need to speak to him about his, _refunds_."

"I'll be sure to let you know," Aunt May replied. "Heheh. I bet those _refunds _of his hand something to do with that "zombie" spat in the city the other day. Zombies, really? Even _that's _too far to believe."

"Evening Aunt May," Ben said practically bounding into the kitchen, pulling the same routine that Peter had when he came in.

"Well I see you're not the _only _one to get a date, if your actions are anything to say about it," she chuckled. Honestly, Ben was so similar to Peter in all but looks, she'd think he was a clone of him from one of those science fiction movies.

"Yep. Eddie gave me the nudge I needed to ask Gwen out to the Formal, and she said yes. Woohoo!" he cheered.

"Well I'm glad both my boys are happy," Aunt May chuckled. "By the way, could you give me directions to the Bugle? I need to speak with his date."

"Betty Brant said yes?" Ben asked. "Isn't she, like, four years older than him?"

"Well I'll just find that out tomorrow won't I?" she asked.

"I'll get the pen and pencil," Ben chuckled. Peter was going to be in for a rude awakening tomorrow. "Let me guess. You're going to fix him up with Anna Watson's nice? Mary Jane?"

"You've only lived here for a few months, but you know me all too well," she chuckled.

"You're an evil mastermind," Ben chuckled humorously. "I'll start up MapQuest. The _eeevil _MapQuest, mwahahahaha," he said in total seriousness, except for the last bit, wanting to get more precise directions now more than before. A little petty revenge for leading Gwen along that way.

* * *

The next day at school during lunch time.

"Well, it's official, I'm going to the fall formal with Glory Grant," Harry chuckled giddy as a school girl as he waved to the girl in question.

"I can top that," Peter boasted. "I'm almost _definitely _going with Betty Brant."

"That's still a maybe. She didn't say _yes _yet," Ben chuckled as he sat down beside them.

"_You _seem in better spirits," Harry chuckled. "Who're _you _going with?"

"Gwen," Ben said with a small smile on his face.

"Hey, Ben, Gwen, Grant, Brant? Our dates rhyme," Peter chuckled.

"_You just _had_ to ruin it didn't you," _Ben sighed to himself, realizing how stupid that sounded when spoken out loud.

"Tcheheh. Puny Parker has a date?" Flash chuckled. "Right."

"You wouldn't know her Flash. She's twenty years old and hot," Peter retorted.

"Come on. At least tell a _good _lie," the unintelligent blond retorted. "Bet you'll show up without _any _date. Or you don't show up at all."

"I'll take that bet. Loser dresses up as a cheerleader for Halloween," Peter bet.

_Thank god he didn't drag _me _into this_, Ben said to himself.

"You're on," the unintelligent blond chuckled.

"Oh look. My girl's texting me now," Peter said smugly as his phone rung.

"Having coffee with Aunt May. Um, _how _old did you say your girl was?" Harry asked putting an arm around his neck and gave him a noogie.

"I… gotta go," Peter said running off, missing Flash's chuckling.

"Peter! Come back! School isn't over yet!" Ben called out before the blond disappeared down the stairwell. "Oh well. It's on _your _head," he said shrugging his shoulders before turning back to Flash. "On a separate note, stop your idiotic laughing or I'll put you in another thumb hold."

"Oh yeah? I'd like to see you try," Flash chuckled crossing his arms.

Minutes later, the sound of pathetic whining echoed out across the roof.

* * *

At the same time across town, O'Hirn, now The Rhino, made his way across town, leaving deep indentions in the concrete as he made his way towards the Daily Bugle. When he got to the front, a security guard told him he couldn't go up without having a pass, but was _suggested _to make an exception. After getting one good look at him, the guard replied. After striking up a small conversation on the elevator up, he suddenly busted the elevator down with his head, smashed another with his horn, punched through a pillar, sent a desk out the window to the street below, and busted up half the floor with a heavy-laden stomp before making his demands ex_cruciatingly _clear.

"Bring me Peter Parker!" he roared as he sent Lee's desk through the air and into the lighting fixture.

"What does that awful man want with my nephew?" Aunt May, who was working to get Peter and Mary Jane together, asked from her seat across from Betty Brant.

"Ask Peter later," Betty said walking her around to hide beneath the desk.

"I ain't stupid. Peter Parker takes all the web creep's pictures," O'Hirn grumbled. Little did he know that both Peter _and _Spider-Man were just around the corner.

_I've gotta hurry, _Peter said swinging into the open window of the janitor's closet. _Before she ruins everything_, he said as he got out of costume and walked toward the office, only for his spider-sense to stop him. After opening the door, he saw a hulking grey form standing in the middle of the office.

"I'll give you fifteen seconds to write a check for these damages, or-" Jonah barked before the hulking grey figure grabbed him by his collar and hoisted him up. "Uh, I mean- How may I be of service?"

"Peter Parker! Now," the hulking figure grumbled, spraying spittle much like Jonah would.

"Uh… Parker? Parker the _photographer_?" Jameson asked after seeing Peter out of the corner of his eye. "Hu-oh. Never met the guy," he said making a 'get out of here' motion with his hand. "No address either, ah, only makes contact by email."

O'Hirn then threw the editor and chief to the side, then lifted up the desk that Aunt May and Betty Brant were hiding underneath.

"What do you think? I'm stupid?" he asked holding the desk above his head ready to smash Jonah.

"Well you _are _dressed stupid," Peter chuckled from the open window before webbing up the Rhino's eyes. When the desk headed towards Jameson, Peter swung into action and yanked him out of the way before standing on the ceiling.

"Hey, put me down!" Jameson ordered.

At that moment Spider-Man dropped him, then stuck some webbing onto his rear end and the ceiling. He then stuck him to it with a few strands of webbing for his own safety.

"It's for your own safety picklepus," Spider-Man chuckled before dropping down. "What do you want with Parker?" he asked hopping down.

"You. Just you," O'Hirn said yanking the webbing off his face. "And payback for _all _the times you took me down."

"O'Hirn?"

"Not anymore. Call me Rhino!" he shouted before throwing a desk at the web slinger, said teen flipping over it and through Jameson's door.

"Hey, watch it! Glass doors are expensive!" Jameson shouted from his _perch_.

Peter quickly slingshot himself a Rhino and did a double-kick, only to bounce off before webbing up his hands in a cocoon. However that was soon ripped apart a moment later.

"Look who's useless now creep," he chuckled.

_First Marko becomes Sandman, and now this? _Peter asked himself as Rhino threw more stuff at him, destroying his employer's workplace little by little. _What's The Big Man's next move? Turning Flash Thompson into the Beligering Bugzapper? _he asked yanking a fire extinguisher from the wall and slamming it onto Rhino's shoulder, only to get a jarring feeling up his shoulder much like when he fought The Digger as Peter Parker.

He tried swinging again, but had to dodge a punch, then hang off Rhino's chest by his feet before leaping over his back and kicking him in the face, causing O'Hirn to crush the fire extinguisher in his bare hand.

_If _I _can't stop this bruiser, maybe two feet of concrete will, _Peter said beckoning the Rhino towards Jonah's back wall.

The hulking villain was more than willing to comply, tearing through everything in his path before smashing clean through the wall and being sent into a free-fall. Seeing what was about to happen, or at least from his perspective, he sent a pair of thick weblines onto his shoulders and tried to slow his fall, only to find his foe too heavy for his webbing to stop. That point was only reinforced when the Rhino made a huge crater in the middle of the street.

When he got down to the ground, George Stacy along with the newly re-equipped SWAT team showed up to try and stop him. However they were still out of their league when the Rhino began throwing car-sized pieces of concrete at them, as well as some of their own cars.

Before George could get flattened by another car, Spider-Man quickly webbed it to three nearby buildings before making his presence known.

"This one's mine detective," he said swinging down into the crater. _I owe him and the SWAT team for last time. If they hadn't shown up, I might've had to _disassemble _The Digger by myself. Oooogh. _"Hey needlenose!" he said swinging around the Rhino's horn. "Party's over here!" he said guiding him away from the Bugle.

His taunting got the desired results, though not without a lot of collateral damage and probably quite a few injuries. At least with The Digger everyone stayed inside or the police took care of the small fry, but to_day's _"super villain of the week" was _literally _tearing through Manhattan.

"Ah ha! You _like _being hunted freak?"

"Would you_ please_ look who's talking?" Peter asked as a car avoided getting plowed over.

"Oh I may be a freak, but I'm not a coward," Rhino barked, sweat pouring off his face as he ran. "Even the _old _O'Hirn never ran away scared!" he roared before coming up to a fire hydrant and kicking it open, drenching his face in precious H20 before running off again.

_I'm scared alright. Scared some bystander will get hurt, _he said catching the fire hydrant and lowering it to the street. _Gotta lure _rawhide _somewhere deserted._

Rhino jumped up at him on his perch, but he quickly dodged it and shouted, "Hurry up Hippo!" to keep him moving until he found somewhere less crowded. "WOAH!" he suddenly cried when his spider-sense rocketed through the roof, just barely giving him enough warning to flip over a truck. _Man. Where am I supposed to find deserted in a city of millions? _he asked himself as he swung away, the Rhino smashing the truck that he'd just flipped over before smashing it to pieces with his own engine.

"Stupid truck. Just like _spider creep_," he shouted as he continued smashing it.

"Ahem," Peter said trying to keep the collateral damage to a minimum.

His efforts were rewarded with O'Hirn chucking the engine at him like the shock put and into a wall, sending it and a ton of debris to a mother who had pushed her daughter out of the way, only to be saved at the last second before being brought back to her little girl and urged to run. When the Rhino charged at him again, he tried to climb up the building, only for it to collapse faster than he could climb. Before he could hit the ground however, he was caught by the led by O'Hirn, slammed into the ground twice, and then sent sailing through the air like a cat over someone's house before finally crashing into a sporting goods store.

Unfortunately through several weight sets.

"Ugh. That's gonna leave a mark," Peter groaned. He figured if he didn't have his full-body mutation potentially strengthening his body, he'd have been dead a lot sooner.

His breather was cut short when O'Hirn finally made his way there, smashing through the sliding glass doors and stalked towards him.

"This always works in the car_toons_," Peter groaned as he webbed a bowling ball rack and sent its wares rolling across the floor, only for the Rhino to punch, er- stomp, through them, like grapes. "Oogh. Television _so _cannot be trusted," he groaned as he got up, only to get kicked in the ribs and sent across the store one more time.

"Remember what I did to them bowlin' balls?" O'Hirn asked smugly as he raised his foot.

"Weight. Weight," Peter said holding his hands up.

"What?"

"Weight!" he repeated before bringing the rack of weights down onto him. A minute later however he suddenly exploded from underneath, sending gym equipment in all directions.

"Rrrrrgh! Where'd you go?" he demanded, sweating through his face even more. He then punched through the energy drink casing and grabbed one, trying to pick off the top only for his fingers to be too big for the job. After a few more seconds he simply squeezed it to death before dumping the electrolyte-filled liquid into his mouth, then repeated the process.

_How's that for confident? He stops to satisfy himself before smashing me, _Peter thought to himself form the ceiling. _Unless… it's _not _confidence. _The next moment he yanked O'Hirn's energy drink out from under, er- above him, catching his attention. "Okay. Break's over," he called out, the Rhino leaping after him and through the next wall.

After getting a short ride, he flipped from one wall to the other, then slammed a dumpster into his back with a well-timed web yank before leaping away and bolting for the street.

"Over here Moose! Let's play follow the leader!" he said opening a sewer grate and jumping in.

"think you can hide from me down _there_?" O'Hirn growled. "Think again," he said before jumping in.

"Hooo. Hot enough for ya?" he asked from one of the pipes on the ceiling. "Come on you big lug. Let's go for a run," he said running along the pipe, leading the Rhino on down the sweltering hot sewer, which was instead for the heating system rather than… you know.

Rhino soon caught up to Spider-Man, who rolled out of a hit and dodged out of a way before letting the Rhino drive his head through a steam pipe. Within a few seconds the sweaty tunnel was suddenly turned into a sauna.

"Can't help noticing. You stopped spoutin' off," Spider-Man said from the ceiling. "What's the matter? Mouth a little dry?" he asked as the Rhino panted heavily, then ran at him and swung his fist, only to bust open another steam pipe. Then another. Then another. Then _another._

This pretty much caused every manhole cover to shoot through the air from the pressure, as well as set off every car alarm topside.

"You see, my mistake was trying to crack open that hide of yours," Peter said as the Rhino busted another two pipes.

"Nothing can _do _that. Big Man's guys _told _me. I'm… in_penetrable…_" he droned out, sounding delirious.

"Too true. And if _nothing _can penetrate, then you can't perspire," Peter answered as the Rhino's hands went to his knees. "Your _face _is sweating for your whole body. It's probably enough under most conditions, but in a _steam _tunnel…" he trailed off.

"_*Gasp* _I gotta _*pant* _get out of here," he said as he tried to get up through the grate.

"Eeyeah. Good luck with that," Peter said kicking him down. When the hulking behemoth was kicked to the ground, he quickly yanked four more steam pipes from their bindings and aimed them all at Rhino, practically _saturating _him in steam.

_Thank you shoddy workmanship, _Peter said to himself, since normally those pipes would've held on better. With one final kick, the Rhino was brought down into a sweaty, or at least his face, quivering heap. "Come one, come all, before your very eyes, the world's _largest_ de_hydrated _turtle."

"I sw_ear _I'm going to crush you. Promised _Big Man _I'd crush you. Crush you… Crush you… Crush… you…" he drawled out, slowly running out of steam. Pun not intended, though his still very hilarious.

"Are we losing it a bit? Alexander?" Peter asked.

"Only _momma _calls me Alexander," O'Hirn groaned. "You're not my _momma_! Not my momma…! Momma…"

"Ye-hes, I _think _we are," Peter chuckled to himself.

"Moommaaa…" O'Hirn groaned pitiably. "Do I have to go to schoooool?"

"So, Alexander," Peter said deciding to take advantage of his opponent's delirious state. "Tell momma. Who's the big man?"

"Ex-nay… We don't ever use the B-word…" O'Hirn drawled. "Call him… Mr. Lincoln…"

A minute later, Peter crawled out of the sewers, relishing in the cool city air compared to the steam tunnel, George Stacy and the SWAT team from before in attendance.

"Oooogh. You're going to need a crane," Peter said, feeling a bit loopy from all the steam as well. _Ick. I'm going to need a _spatula _to peel this thing off me. And a shower. Maybe two._

* * *

After getting back to the Bugle, after sending in the pics of course which he took the time to take after the… "interrogation" if it could be called that, Peter found himself back at the Bugle, and Spider-Man being bunched together with the Rhino. After feigning that he'd been hiding the whole time, he came out to a worried aunt, and an irate Jonah, who was still stuck to the ceiling. After a short chat he was turned down, leaving him without a date. Or so he thought if Aunt May, and by association, Ben Reilly, had anything to say about it.

After running into Mr. Foswell again, he asked about a "Mr. Lincoln". Aside from the US's 16th president, there was a philanthropist named L. Thompson Lincoln. Apparently there were rumors about him being a crime lord that would spring up every few years, but that was enough for Peter to confront the _Big _Man, himself.

A moment later Jonah finally got down, though not by his own volition, and Peter was able to average his web's duration period to around an hour to under an hour and a half.

* * *

Later that evening as the sun was setting, Spider-Man paid a little visit to "L. Thompson Lincoln". More or less, things could've gone better, though at least he was able to get some he had gone by the name Tombstone in the past, and actually _admitted _to being the Big Man.

Then he… pretty much backhanded him across the room like a bitch _-no offense intended to female readers who find the word offensive-_ across the room. The battle went pretty much downhill from there, if you could call Spider-Man getting the stuffing beaten out of him a fight. Even _if _his spider-sense was giving him warning, physically he was still too slow to react to them. Seems he had _earned _the name tombstone, since it almost felt like he was being beaten over the _head _with one, despite how obscure that reference was. However, he was able to learn something important.

While one hero wasn't enough to dent The Big Man's income, Spider-Man gave people hope for a better tomorrow and scared criminals off the streets. However, when he was battling super-villains, which Tombstone himself funded the creation for and provided the "base materials", crime went up because criminals thought themselves under the web slinger's notice, and that action compensated for prior and and all financial losses.

However, then Tombstone went too far. He offered the Spider-Man money to still fight crime like usual, but overlook _other _crime at the Big Man's discretion. This pretty much meant he could continue fighting super-villains, but would have to overlook petty crime in the process.

The same crime that took his Uncle Ben away from him, and the same petty crime that got Ben Reilly's parents killed.

After flat-out refusing and wanting to continue the fight, even though he'd been getting his ass handed to him, Lincoln called for security. It went without saying that unless he wanted his identity to be compromised, and potentially Ben's, he had to choose the lesser of two evils and flee the premises. Even if doing so made him look like a criminal.

But now… He knew there _was _a war, and that things were just getting started. However, he could never force Ben to use his powers in the same way he did. But he'd gladly accept the help if offered. Arranging for the limo and getting the seventeen grand from Forelli was a good start.

* * *

Later that evening after the sun had fully set, the sky painted a lovely shade of dark blue, Peter stood in the living room and was being fitted into his Uncle Ben's tux. A traditional all-black one with a black bow tie.

"Oh, see? A perfect fit?" Aunt May smiled as she finished up Peter's tie.

"Oh what's the point?" Peter groaned. "Betty said no, Gwen's going with Ben, I've already lost the bet to Flash… Showing up alone would just make it worse," he said sadly.

"_Well _then, isn't it lucky that Anna Watson's niece, that sweet Mary Jane is on her way over?" she asked before heading to the window.

"Ms. Wonderful Personality, _neyugh_, is coming _here_?" Peter asked with a shudder. "_Now_?"

"There she is. Oh my, what a lovely dress," she sighed as she looked out the curtain. "Here, I bought her corsage, and Benjamin was sweet enough to dig into his own pocket and arrange for a ride for the four of you. He seemed quite insistent on it, and who am I to refuse?"

"Y-You planned this?" Peter gasped. "You _and _Ben planned this? Aunt May, you're an _evil _mastermind!"

"Yes, we get it. You got set up with Anna Watson's niece," Ben said from upstairs. "Just suck it up and face her already. Oh, and Aunt May, could you help me with this tie please? I can't get that _special _touch that makes it look just perfect."

"Just answer the door dear," she chuckled to Peter. "I'll go help Ben finish up and get him down to you in a minute," she said as Peter walked to the door, passing by a picture of Uncle Ben on the wall._ Oh Ben, if only you could see him now. Peter's growing up into such a fine young man, and he's already got a friend for life. He's so much like you, and admittedly me, that he's almost like Peter's own guardian angle._

After that she went up to the blond's room, Peter opening the door.

Boy was _he _going to be in for the surprise of his life.

"_*Gasp* _I… You… _You're _Marry Jane Watson?" Peter asked as he came face to face with the very lovely redhead with dark green eyes, wearing a thigh-length strapless black dress with arm-long gloves.

"Face it tiger," Mary Jane said with a chuckle. "You just hit the jackpot."

Peter could only smile at this, knowing he'd win that bet after all.

He also thought that if this were a TV show to be continued next episode, that the screen would show the house before panning up, where there'd be a large heart designed like the red part of his outfit hanging in the skyline.

But then again what were the chances of that?

**To be continued…**


	9. Catalysts

_The dictionary defines "defenestration" as, "The act of throwing a person or thing out a window."_

_**SMASH**_

_Really not my favorite word_, were the words Peter was narrating in hindsight from a third-person perspective as he was thrown out of the ballroom window of Tombstone's building.

"Okay. Where's the dude with the nasty 'tude?" he asked after swinging back up and around into the room.

His answer came in the form of several energy bolts tearing around him, narrowly dodging out of the way as the table he was on buckled before falling over completely.

"Eyahahahahahaha. Hahahahaha," a green-skinnned figure in purple on a gargoyle-themed glider cackled madly, tossing an orange jack-o-lantern shaped grenade in his hand. "_Present_, and accounted for."

He then chucked the "screaming pumpkin" through the air at Spider-Man, who dubbed it such since the explosion released a tormented screaming sound. Normally something like that would've been more bang and less blast, but according to his spider-sense, it had both.

After dodging a pair of "pumpkin-rangs", dubbed after their combined pumpkin and boomerang shape, Peter sent a few web lines through the air at the goblin, then landed on the table and tried to send the food at his foe, only to drench Jonah in thick, hearty gravy.

All in all it was a win-win.

Spider-Man then launched a web line at the goblin and formed a net, only for the pumpkin-rang to cut through it. He quickly back flipped, but the glider soon took out the table he'd been hiding behind.

"Hey, did I mess up _your _costume? Leave off the threads, Emerald Elf, and that's an order," Peter stated as a pumpkin-rang was sent through the air and cut across the logo on his chest. _Ben was right. I _do _need a spare costume. _

"Ah, but the Green Goblin doesn't _take _orders from insects," the green-skinned foe chuckled. "The Green Goblin _swats _them into oblivion."

"Ah, see, that's a common misconception," Peter said as the nerd side of him came to the forefront. "Spiders are actually arachnids- Uh oh," he said as he quickly yanked one of the lids from what was left of the buffet table to his hands, the convex surface sending it flying back at him, only for it to be dodged.

He then dodged another four "finger bolts", and I honestly need not explain the etymology of _that _power/gadget, then ducked behind a table before chucking it through the air at him, only for it to be blasted into… oblivion. He then threw a chair, but it was intercepted by another screaming pumpkin and he was sent backwards and into a table.

"May I see your invitation Spider-Man?" the Green Goblin asked."Otherwise I'm afraid I'll have to ask you to leave."

"Leave now? When table seven needs more hors d'oeuvre?" he asked as he flipped the lid off his head and flicked the cocktail shrimp off his chest.

_How did a night that started out so sweet go so south so fast? And how'd I manage to leave my tux at tonight's other black tie event?_

* * *

**A few hours earlier… (continuing immediately where Chapter 9: ****The Invisible Hands Behind Everything****, left off)**

"Ah, Mary Jane Watson, you look very lovely this evening," Ben said playfully kissing the back of her hand when he came down, now wearing a stark white tuxedo with a red tie, and white dress shoes. The corsage Aunt May had purchased for him to give to Gwen was in her hand, and she insisted that if he was shelling out for the limo, that she could at least take care of _his _corsage as well as Peter's.

"My my Benjamin, you certainly put on quite a front with that lab coat of yours," Mary Jane greeted with a little mirth in her tone. "You should dress up more often."

"Maybe I will," Ben chuckled. "Though maybe without the tie. It's a little constricting."

"Wa-Wait, you two _know_ each other?" Peter asked looking between the blond and red-head repeatedly.

"Yes. He was kind enough to drop by my Aunt's with May a few weeks ago and help with the move," Mary Jane replied. "You know, if it weren't for the hair and eyes, I'd think you two were clones," she giggled looking between them.

"Hey yeah, we _do _look alike," Peter noticed. "I wonder why we didn't notice before?"

"We can contemplate why our facial structures are similar later, for now, I think Aunt May would like to get a picture of you two," Ben said as he stepped out the door, then checked his phone when it started vibrating in his pocket. "Aunt May, you have six minutes for pictures. The limo will be here in five."

"Thank you very much," Aunt May said coming down with the camera. "You've sure been a big help around here."

"Hey, it's the least I could do after you let me live in your house and eat all your food," Ben chuckled as he stepped out the door.

"Don't worry you two, I won't keep you long," Aunt May said as she guided the two to the stairs and pretty much posed them together _manually_.

"Hey isn't that my camera?" Ben asked noticing what Aunt May was holding up.

"It's much better than my old one," she said offhandedly. "Clarity especially. Want to get a clear shot for this special occasion."

_Ah, that's right, with that 17 grand I can get a new camera sooner, _Peter said to himself, mentally smacking himself on the forehead. _Of course, since _Ben's _the one who did the dirty work, I'll have to ask him before "wetting my fingers"._

"Alright you two, don't keep Ben waiting," Aunt May said after finishing with the pictures and opening the door for them.

"Okay Aunt May, I'll see you later," Peter said as he walked out the front door. "Woah. Nice limo," he said when the white four-passenger limo came into view.

"Yeah. It may not be as fancy as anything Osborn can get, but it'll do for tonight," Ben said adjusting the red pocket square in his... pocket.

"This looks expensive. _How'd _you get the money for this exactly?" Mary Jane asked.

"Came into some money," Ben said in a half-truth. Half-truthes were better than flat-out lying because you had a basis for your lies and you didn't have to do as much "bullshitting". That and it was easier to remember the lie. "Anyway, ladies first," he said holding the door open, letting the red-head in, then Peter.

A short drive later, the group of three plus driver found themselves pulled up to the Stacy residence. After straightening his tie and flattening the folds in his shirt and pants, Ben walked up to the door with corsage in hand before pressing the doorbell. A minute later the door opened, and Ben was met with George Stacy out of uniform. Aside from... before, and the zombie thing, this was their third meeting.

"Ben, I see you're here to pick up my daughter for the formal," he said leaning against the doorframe. "How're your injuries?"

"Oh, you know, what doesn't kill you only makes you stronger," Ben chuckled.

"Yes, well, next time, leave it to the police to play hero," the older blond said putting a hand on his shoulder.

_I'm sorry Mr. Stacy, but I can't do that, _Ben thought, but plastered on a smile for good measure. "Sure thing. Wouldn't want to get thrown through another window. Once is more than enough for me."

"I'm glad to hear that," he said before looking over his shoulder. "Looks like your date's here," he said stepping aside and opening the door fully. As Gwen came down the stairs, Ben had to use all his self-control to not gawk at the sight. At the moment her hair was done up in a bun, and she was wearing a blue strapless dress that hugged her figure in a subtle, yet noticeable way, and had a line of pink trim going around her shoulders. She still had her glasses on, but she just wouldn't be Gwen without the glasses.

"_Get her home before eleven o'clock," _George whispered into Ben's ear. _"If you're going to be late, call me _before_. Not _after_. _Before_. If you don't, I'll have the MPD hunt you down and-"_

"Dad, stop scaring Ben, I'll be fine," Gwen said as she came down, looking Ben up and down. "Wow. White really suites you."

"Th-Thank you. You look really nice too," Ben said nervously. "Ah, here's your corsage. I hope you like it," he said holding the box out to her.

"It's beautiful," Gwen said with a smile as she put it on her wrist. "You got a limo?" she asked looking over his shoulder to the white limo parked just outside her house. "Wasn't that expensive?"

"Eh, I know a guy," Ben said offhandedly. "Anyway, Mr. Stacey, do you want to get any pictures?"

"Why don't you and Gwen come in for a minute? I'll take it by the stairs," he said leading the two blonds inside and having them stand beside one another at the stairs. "Aw come on, you're going to the dance together. Get a little closer," he said motioning them together, both blonds a bit nervous as they placed their arms around one another's backs. After a few pictures and changes in position, the older blond let them go. "There, perfect."

"I'll see you later dad," Gwen said holding the older blond, who noticed that the younger blond had something on his mind.

"Hey um, George?" he asked testing the waters. "Think I could get a copy of those pictures? Even though... she isn't around anymore, I'm sure my mom would appreciate the pics."

"Sure. I'll pass them on as soon as I get them developed," George said waving the camera. "Now get going. It isn't good to keep a lady waiting."

"I won't, and have a good evening Mr. Stacey. I'll try to get Gwen home by eleven," Ben said as he walked Gwen down the stairs.

"Good man," he said patting the blond over the shoulder before he escorted Gwen into the limo, holding the door open and letting her in as a gentleman would.

* * *

Later that evening at the dance, what_ever _Harry Osborn had been taking recently must've been doing _wonders _for him, because now he was pretty much acting like one of the in-crowd, talking about after-parties, fancy restaurants, and the like. When discussions turned to a restaurant that sprinkled their chocolate soufflés with powdered sugar and _real _diamond dust, the in-crowd's jaws dropped when a certain pair of pairs stepped into the gymnasium.

"I don't believe it," Flash said completely dumbstruck.

"It's true. _Real _gold dust and, um, guys?" Harry repeated enthusiastically, then slowed down before turning around.

It went without saying that his and the in-crowd's jaws dropped, and if there wasn't anything holding them there, they would've hit the floor like in an old cartoon.

"How the heck did Puny Parker land _her_?" Flash questioned as he saw Peter with the lovely red-head.

"He cleans up well," Glody stated.

"Ben too. Who knew white could look good at a formal," Liz added.

"Uh, you know, it's not just the food," Harry said trying to steer the conversation back towards her. "The view from the private room is-"

"Geeks like Parker do _not _get girls who look like her," Sally ranted. "I mean, like us. She must've lost a bet."

"Ah, the bet, that's it!" Flash thought, and since Ben was with Gwen by the _other _punch bowl, it was open season.

"Mary Jane Watson," Peter said as he walked her over. "I'd like you to meet Flash, Liz, Rand, Sally, Glory, and my best bud Harry. They're… popular."

"Ah, the in-crowd," Mary Jane stated.

"Ex_actly_," Sally saw fit to put in her two cents.

"So, Parker, you actually got yourself a date," Flash said putting an arm over their shoulders. "I mean _sure_, Mary Jane's not the _twenty _year old you wanted to bring, but at least she's non-fictional. So I guess you win the _bet_. Thahahahahaha."

"Ah right, the bet you made with Flash," Mary Jane stated offhandedly. "Does the loser _really _have to dress as a cheerleader for Halloween?"

"I'm guessing _Ben _told you that?" Peter asked.

"Yep, and I hope the big guy here has the legs for the skirt," she chuckled elbowing Flash playfully. "Come on tiger. Let's hit the dance floor. I want to see what you've got," she said dragging Peter off.

After staring dumbstruck for a few seconds, Flash grabbed Liz's arm and brought her to the dance floor. Without a word, Sally and Randy followed the trend, though the latter a bit reluctantly. Harry asked Glory to dance, but she'd rather do it when everyone had less to prove. Harry went to get some punch, but when he got back, he saw Kenny and Glory getting back together. Right in front of him no less.

At the moment he crushed the punch glasses in his hands, Ben's spider-sense spiked, causing him to look away from Gwen when she was dancing. When he looked over to Peter, he saw that the brunette hadn't noticed at all, which could only mean his own spider-sense was more acute. Then again he'd had the mutation longer, so maybe they got more precise with time.

He only hoped he didn't grow six extra eyes, four arms, or have his body divide itself into a thorax and abdomen.

"Um, Gwen, Harry seems troubled by something," Ben said walking her off to the side. "I'm going to go check on him, but I swear, I'll be back in five, six minutes tops."

"Something happened? Think I should come along too?" the female blond asked.

"No, I think you would only complicate things. I'll be right back," he said as he headed off into the hallway, hoping to be as stealthy as he possibly could.

As the sounds of the dance floor began to die down, Ben had found himself in the same hallway as Harry's locker. Peeking around the corner and letting his spider-sense warn him if someone was coming, he watched as the boy opened his locker. After digging around for a second, Harry pulled out a finger-thick test tube with a black stopper on the top. After pulling it off, he curled his lips around the lid and glugged all of the snot green liquid down, then stuffed it back in his locker before bolting out of the school.

_Okay, I know I shouldn't be suspecting Harry like this, but after going from not being able to climb a rope to first-string on the football team… That's warrants just enough suspicion to justify what I'm doing, _Ben said to himself as he stalked toward Harry's locker.

After placing his thumb and index finger around the dial, he slowly turned it in the directions he'd seen Harry do before, letting his body respond to the clicking of the tumblers until he got first… second… third!

After opening the locker, he saw the test tube crammed in the back. Not wanting to get any fingerprints on it if it was what he _thought _it was, he took out a pencil from his pocket and slid it eraser-first into the test tube. After bringing it out to the light, he was able to maneuver it around so he could see the label.

**OsCorp Globulin Green #994**

_Oscorp… Now that I think about it, only a few people in the city have the money or __equipment _needed_ to create villains like the Sandman or the Rhino. The Vulture used his own invention and that Montana guy had stolen a prototype from Tri-Corp, but even then with this in my hand, it isn't enough to prove OsCorp's involvement, _he said pulling a small camera from his inside pocket and took a picture of the label. He'd splurged on himself and gotten a "spy" camera with his cut of the Zombie Fund. The brand name was Minox, and it was close to the size of his finger, yet easy to use.

Anyway, there wasn't anything left in the test tube to analyze in a lab or anything like that, but he'd have to put the it back anyway, otherwise Harry would know someone was going through his stuff. _There's no way to know if it was just some sort of experimental _sports _drink or not, but if I ask him directly, he'll _know _I went through his stuff, _he said to himself as he put the test tube back, closed the locker, and spun the dial to make it look like no one was there. _I'd better get back to Gwen. It's already been five minutes._

* * *

***Cue skittering-spiders scene transition***

An hour later across the city, a trio of thugs, two men and one woman, had just brought a safe into their hideout. They were also part of the near-endless string of petty thieves on The Big Man's payroll.

"Alls I'm sayin' is I coulda cracked it open _there_," the with the beard grumbled.

"Cops would've cracked _you _open," the thief in the green shirt said as the first one tried opening it with a crowbar. "Them or Spider-Man. Look, Hammerhead's waitin' for the Big Man's cut. Forget the crowbar. Blow it up."

"Aw blow yourself up," the one with the crowbar grumbled.

The next moment, the window was blown out by a screaming pumpkin, its owner making their presence known moments later.

"Did someone mention ex_plosives_?" the Green Goblin said as he came in through the window on his glider a few seconds later.

"_Get _the freak!" the bearded thief shouted pointing his crowbar at the goblin. After the other two thieves ran at him and got their asses kicked, the one with the crowbar ran at him, only to face the spiked tongue of the gargoyle-themed glider. "I-I meant, get the freak anything he wants," having a change in attitude.

"What I _want _is your undying loyalty," the Goblin said hopping off his glider. "Or the dying kind. The Green Goblin is nothing if not _flex_ible," he said before placing a tiny screaming pumpkin onto the safe's dial. After blowing away with a miniscule scream, the door slid open, revealing the payload inside before tossing it to the thief in the green shirt.

"Preciate the help, but _we _work for the big man," he said dropping a set of bills back in the bag. "We switch loyalties and we may as well tie on the toe tags ourselves."

"_I_'m good with knots too," the Goblin chuckled. "As for the Big Man, the par_ty_'s over," he said holding an unactivated screaming pumpkin about the size of a grapefruit.

* * *

Back at the dance, Ben got back to Gwen right before the six minute mark. Of course she said she wasn't keeping track, so he felt better about that. When asked about what happened to Harry, Ben told her the truth.

He left before he could talk to him.

A few minutes later as he and Gwen were getting some punch, Ben spotted Peter breaking away from Mary Jane to answer his cell phone. Now, while Peter's eyesight improved to the point that he didn't need corrective lensing after the spider bite that gave him his powers, Ben's own 20/20 was enhanced even further, giving him a short degree of telescopic vision, as opposed to having his vision corrected like with Peter. Also something he'd need to look into before the remaining spiders died.

During his conversation with Mary Jane, Ben glanced out the corner of his eye and read Peter's lips to the best of his ability. He was able to pick up on the majority of the conversation, the most prominent words being "maniac" and "terrorizing".

_So Harry disappears and an hour later, a maniac is terrorizing people. It could all be coincidence, so I can't tell for certain yet, _Ben thought to himself. "Hey Gwen, Peter's heading out to take photos, and since we can't leave the dance without him, we may have to wait until the end of the dance. Is that fine with you?"

"I'm fine with it," Gwen replied. "I really am having a good time. Thanks for asking me."

"Y-You're welcome," Ben replied, hoping the pink on his cheeks wasn't standing out too much with all the white he was wearing.

* * *

"What do you hope to accomplish here tonight?" Tombstone asked as he faced off against the Green Goblin.

"So the whole wanting to destroy you and take over your empire thing wasn't clear? Well done," the goblin said sarcastically.

"Uh, yoohoo. Excuse me?" Spider-Man asked from the window that the Goblin had made when he made his entrance. "Can I come in this way, or, do I have to break my own window?"

"Spider-Man," the Goblin, Tombstone, and Jameson said with mixed results.

"Your timing is impeccable," Tombstone stated.

"So, you're latest super-loser _turned _on you eh Tomie?" Peter asked.

"I don't know _who _he is, yet. But he not in _my _employ," the albino said folding his arms behind his back.

"That's okay. I can always pretend he's yours while I trounce him," he said hopping through the hole in the window. "I'll still feel all warm inside."

"Helooo? I'm in the r_oom_," the Goblin stated offhandedly. "Really, you're both too rude."

"Ah, where are my manners? Here you come to terrorize the Tomster and _I _don't even say thank you," Peter quipped. "My only excuse is that you're also holding innocent people hostage. It's con_fusing _to my poor spider brain."

"Hmmm. Yes, quite the puzzler," the Goblin said with his hand on his chin as he flew level with the web-slinger. "But the Green Goblin has a solution. _You_ and I join forces. Con_sider _what we could accomplish by com_bining _our powers. We could _rule _New York!"

"We talkin' Manhattan or, all five?" he asked tapping his chin. "Nah, sorry. I make it a rule not to partner with anyone green. Or, you know, psychotic."

"Hm. Oh well, your loss," the Goblin said offhandedly. "Of _life_!" he said launching a finger bolt and obliterating the guardrail.

Spider-Man then leapt forward at the Green Goblin, only for him to dodge out of the way. He quickly launched a pair of web lines at the window and swung around the room back towards him, only to get flipped to the other window by the Goblin's glider. He then had to dodge a pair of finger bolts, and quickly grabbed a pair of chairs with his web lines and threw them at the Green Goblin, only for him to break them on his glider and send another pair of finger bolts at him and nailing him in the chest, sending him crashing through the window and into a free-fall.

_Ah. Right. _That's_ how,_Peter narrated in hindsight.

* * *

At the same time back at the Fall Formal.

"If I might have your attention, the votes are in for King and Queen of the ball," the principal announced as he accepted two black cards with an ornate **K** and **Q **printed on them. "Your king is… Flash Thompson," he announced, the boys of the in-crowd cheering for him as the unintelligent blond made his way to the stage and received his crown. "Alright, and your queen is…" he announced, all the girls in the in-crowd holding onto one another in anticipation. "The… The red-haired girl who came with Peter Parker?" he announced in confusion.

"Okay, I know it's totally petty, but seeing Peter's date curled alongside Flash," Gwen chuckled as Mary Jane received her crown and got her picture taken with flash, "makes me smile."

"Who says that's such a bad thing?" Ben asked. "You look very cute when you smile," he said smiling himself.

"Oh… Thanks Ben. I don't know what to say," Gwen said nervously, a bit of pink on her cheeks matching that of her dress.

* * *

**Back where we left off before the very lengthy flashback…**

_And that's pretty much how we ended up here from Point A to Point B, _Peter narrated in hindsight as he dodged a pair of pumpkin-rangs.

He then sent a web line at him, only for the Goblin to throw a trio of pumpkin-rangs at him, then dodged another two, and used a nearby table to shield himself from the next six pumpkin-rangs before swinging after him, running along the underside of the walkway and dodge another barrage of finger bolts, hopping from one table to the next like a rather _explosive _game of leapfrog. He then leapt through the air in a backflip and landed on the glider, holding the Green Goblin in a spider-powered bear hug.

"Oh, did you want a ride?" the Goblin asked. "Keep our guests comfy boys," he said to the pumpking mask-wearing thieves. "I'll be back, in a New York _minute_!" he said before crashing through the window yet again, this time taking one of the support beams with it and flew out into the city.

"Seriously Gobie, do you have a license for this thing?" Peter asked before he was shoved off the glider, but quickly latched a web-line onto the bottom and was carried up into the sky, only for the Goblin to perform a loop-de-loop and ditch the web slinger. He tried sending out one web line with his right hand, only to get nothing from it, _Don't panic Spided. Still one web shooter left, _he said shooting with the other, getting similar results. _Okay then, good thing Ben drilled me on replacing the cartridges in less than three seconds_, he thought to himself, lifting up the hem of his outfit and grabbed two cartridges from his belt before putting them in opposite shooters with plenty of time to spare. "Yes! Web-head: one. Gravity: zero," he said as he swung between two semi trucks, then swung after the goblin, only to get hit from the left and slammed into OsCorp's sign, then hit again into a wall on the way down.

"You know the old saying,"the Green Goblin chuckled as Spider-Man re-oriented himself. "If you can't join 'em, _beat _'em!" he said throwing another half-dozen pumpkin-rangs at the web-slinger.

"Took the words right out of my mouth," Peter said dodging them. "Is that a felony?" he asked as he swung away

"I certainly hope so," the Goblin chuckled. "_This _little goblin wouldn't be caught _dead _committing a misdemeanor," he said chucking another screaming pumpkin through the air.

"Oooh. Nice banter," Peter quipped as he dodged it when it hit the side of a building. "Aim still needs work."

"Well, practice makes _per_fect!" he chuckled throwing another screaming pumpkin.

"Keep _tellin' _yourself that," Peter said before swinging away and through a construction zone, dodging another two screaming pumpkins launched from the glider's mouth before swinging under and over a crane. He quickly dodged another half-dozen pumpkin-rangs, then returned the next screaming pumpkin with a web-line, only for the Goblin to dodge that too.

"_That's _for making me protect Tombstone," he said kicking the Goblin in the face, dodging another screaming pumpkin as the Goblin flew backwards towards a building. However, instead of crashing, he leapt over the building backwards before landing back on his glider which came back out the other side. "Okay wow. That's just… wow," he said having nothing else to say.

"Hahahaha!" the Goblin chuckled as he flew back at him. Spider-Man climbed up the side of the skyscraper, the forked tongue of the Goblin's glider coming out as he chuckled madly.

"Yeeeehaaaaw!" Peter cheered as he suddenly sent a pair of web-lines at the Goblin's head, yanking him off the glider and swinging him down into the side of the building he was on.

"Hmhmhmhmhm hahahahaha," the Goblin chuckled as Spider-Man began webbing him up beneath, ironically enough, a stone gargoyle.

"_Now _what's so funny?"

"_Just _the special Fire and Brimstone Pumpkin I left be_hind_, as a present for our Mr. Lincoln," the Goblin chuckled madly. "Any minute now, the creme de la creme of _New York _City, is going to _paint _the town _red_. Well the ballroom anyway. Nn nn hahahahahaha!" he cackled as Spider-Man webbed away.

* * *

Back at the ballroom, the three pumpkin mask-wearing punks were still holding New York's elite at gunpoint.

"What're we supposed to do?" one asked.

"Keep everyone here until the Goblin comes back," the one in the green shirt replied.

"Or maybe _evacuate _before the Goblin's bomb goes off," Spider-Man said swinging into the room a few seconds later. "Clear the room!" he called out as he swung down, dodging a barrage of laser fire before landing on the wall above their heads. "What're you doing? You _have _to get out! Bad guys included," he said using one laser gun to knock another out of the way.

"We work for the Goblin," the thief with the remaining gun said adamantly.

"Every single blasted _fragment _of you?" Spidey asked.

"You're _bluffing_."

"Is that a risk you're prepared to take?" Tombstone asked. "Especially when you've already taken so many."

After a second's debate, the three thugs bolted.

"Everybody down the stairs! If the bomb goes off, the elevator won't be safe," a dark blond-haired guy who looked like Jameson said pointing to the stairs. "Ah, stay calm, don't push," he said ushering people down the stairs. "Go pop. I'm right behind you," he said motioning the man down the stairs, confirming Peter's suspicions. The resemblance was on the nose, no pun intended.

"Okay. If I were an evil pumpkin, where would I hide?" Peter asked himself as he began flipping tables, but noticed someone had stayed behind to help out. "Surprised _you're _stickin' around."

"My party. My mess," Tombstone said before knocking over another table. He then yanked a plant out of it's holder, Jameson's son coming up a minute later.

"Spider-Man! The chandelier!" he said pointing to the lighting fixture.

"Thanks! Now go!" he said leaping up to the ceiling. When he got to it, the pumpkin-shaped bomb began beeping madly. In a matter of quick thinking, he leapt backwards with the bomb between his feet, tied two web lines together, and launched the pumpkin out of a hole in the window.

A few seconds later, the Fire and Brimstone pumpkin detonated, flowering out five times and forming a massive green cloud in the shape of the explosion's container.

As the haze began clearing along the edges, Peter heard clapping from behind him.

"You know, ap_plause _from you… makes me want to shower."

"Perhaps, but someone should point out, I offered you a handsome salary to do, just the sort of thing you did tonight. And instead, you've done The Big Man's business for free. That, my heroic friend, is what the grownups call, irony," Tombstone said smugly before walking off.

"No… It's called doing the right thing," Peter said to himself before heaving the ballroom, smashing another window for the heck of it. _I can never overlook crime in this city. Never again._

* * *

After launching the "Fire and Brimstone Pumpkin" out of the ballroom, thankfully without hitting the city, Peter Parker dropped by a cyber cafe and sent in the pictures he took to the Bugle before getting back to his web. However, when he got to the gargoyle he left the Green Goblin under, he was gone without a trace.

All that there was left to do was get back to the dance and hope that Mary Jane hadn't ditched him, and/or that Ben still had the limo waiting for him back at the school.

When he got back to the dance however, now back in his suit, he saw Mary Jane dancing with Hobie Brown. Ben and Gwen were dancing as well, and seemed to be enjoying each other's company quite a lot, so he couldn't ask _her _to dance either.

"_*Sigh*_ Nice Pete. You blew it. Again," the brunette sighed.

"I wouldn't say that," Mary Jane said walking up to him. "I saved the last dance for you tiger," she said holding her hand out to him as the DJ played one last slow song for the remaining two couples after everyone left.

* * *

After everything that happened, the Fall Formal ended on a relatively high note for most involved. Humorously however, Harry's disappearance meant no limo and no after-party. Of course that wasn't any of Peter's concern, had he known about it, though Ben looked like he had something on his mind. However he didn't appear willing to say anything, so he kept his mouth shut. At least for now.

"Well, here you are at eleven on the dot," Ben said as he escorted Gwen up the stairs. "I hope you had a good time."

"I did. And thanks again for asking me. I had a great time," Gwen said before kissing the blond on the cheek. "See you later."

"I… Uh… Yeah… Later…" Ben said waving lazily, a bit of a blush on his cheeks as he backed away towards the limo, Mary Jane and Peter helping him to his seat. "Uh, Tucker, take us home please."

"Sure thing kid," the driver at the front wearing the teal-colored suit and hat said with a grin. "Heheh. Bow chicka wow wow," he chuckled behind the sound-proof separator as he drove off.

"Well well, I guess you're not the _only _one to hit the jackpot," Mary Jane said to Peter jokingly, causing the paying blond to become a bit flustered.

* * *

**And that's what she wrote. What will Ben do now that he is suspecting Harry? Will this affect their friendship? And what will happen to Harry now that his dance has broken up with him right before his eyes?**

**You'll have to continue reading ****Trilogy of Twin Spiders: Season 1****, to find out. **


	10. Reaction

"Paging Green Goblin. _Paging _Mr. Green Goblin," Peter called out as he patrolled Manhattan. "Hate it when the bad guy gets away."

"Help! Police! They've stolen the cars!" the owner of the Exotic Cars dealership cried as a car truck drove off.

"Haha! We did it!" one of the thieves cheered.

"Peekaboo!" Peter said dropping in on them.

"Spider-Man?" the thieves cried. "Don't freak! I'll shake him!" the black driver said, trying to shake him loose.

"_Really_? This is how you're playing it?" Peter asked as the car swerved back and forth.

"Aw, I am _so _out of here," the skinny white thief said lowering the lamp release onto the streets, sending out sparks as it scraped across the asphalt.

"As long as you're stuck here, you might as well slow this baby down," Peter said yanking the driver back into his seat, not noticing that the skinny guy had kicked out the brake line.

"She won't stop! I swear!" the driver said as he pounded on the brakes.

"Aw! The hobbit took out the brakes," Peter groaned as the skinny guy worked his way to the back of the truck.

"We're gonna crash!"

Peter quickly yanked the key out of the ignition and stuck to the front of the truck. He then started sending web-lines onto the nearby buildings in an attempt to slow it down, creating new web-lines as they were broken. At that exact moment, an old man chose just then to cross the street, completely unaware of what was happening. Thankfully, the truck slowed down just in the nick of time.

_Well. If I ever have to stop a subway train from flying off the end of the rails, at least I know how to _go _about it, _he thought to himself as the car stopped, almost hitting the blind guy crossing the street.

After stretching out his arms and got them out of the indentions he left in the hood, he swung off after the "hobbit" who'd taken one of the cars. But not without saving a pair of teens from getting hit by one of the _other _runaways. "You can thank me later dude," he said swinging off after saving two teens from getting flattened.

"I'll shake him! I'll shake him!" the thief cried.

"Isn't this where I came in?" Peter asked himself. "Or maybe this is where I go out," he said as the car approached a side going semi, barely getting scraped off like a bug on a windshield. After the driver came to a stop, nearly a dozen cars found themselves at that intersection.

"Aaand that's a wrap," he said after yanking the driver from the car and handing him upside down from a lamp post. "Okay. Not _quite _as easy as it looked," he said looking over his shoulder, seeing the now _two _dozen cars/busses down the stretch of street, half of them stalling. _Maybe I should get back to school._

* * *

Later that evening at Midtown High, the Midtown Mustangs won another game, Harry receiving a pass in the last six seconds from the 40 yard line. At the end, Peter found out that Mary Jane didn't _like _him _like _him after going to the dance, and that she and Flash were already developing a budding friendship. However, he _did _receive some solace when Liz invited him to Coney Island.

Meanwhile right outside the locker room, the majority of the team had left, while Gwen was waiting to speak with Harry. She was worried about his changes in attitude, and she just wanted to be sure he was alright.

"Uh, Rand. Is Harry still inside?" Gwen asked.

"Should be right out," he answered.

"Hey. Look. Osborn's got a _groupie_. Hahahahah-" Flash chuckled, only to come face-to-face with an irate Ben Reilly.

"You finish that chuckle, and I'll put you in another _thumb_ hold," the intelligent blond stated grimly, pinching his thumb and index finger together to get the point across. After the jocks left, Flash a bit faster than others, he turned to Gwen, then looked to the locker room. "You're worried about him aren't you?"

"I am. He hasn't been himself lately," she said a bit worriedly. "Don't you find it strange that before he could hardly climb a rope, but now he's got a 4.0 GPA, became the first-straight on the football team, and is part of the in-crowd. Not to sound petty or anything, but that seems out of his scope of ability don't you think?"

"Yeah. I found Harry drinking… _something_ during the Formal too before he ran off to God _knows_ where," he said rubbing the back of his head.

"What do you mean by… _something_?" Gwen asked.

"Don't know," Ben said with his hands in his pockets. "Of course, I managed to smuggle something out of the lab to collect any samples I come across. And I _highly _doubt it's a new _soda_," he said bringing out a small case with various tools used for collecting samples before sliding it back into his pocket. " . . . How long has he been in there?" he asked after a couple minutes.

"At least six. Could you go in and check on him?" Gwen asked.

"Alright, I'll look into it," Ben said opening the door. _I just hope I don't find him blacked out on the floor, _he said before walking past a few sets of doors. "God _damn_ it!" he cursed when he saw Harry facedown on the floor. "Oh. It's _you _again," he said sliding another test tube with Globulin Green out of the boy's hand. _Hmmm. There's still a bit left, now's as good a time as any to collect a sample, _he said pulling out the small syringe from his pocket and pulled in the green liquid before locking the stopper into place so he wouldn't lose it. After sliding the test tube back into his hand, he hoisted the boy up to the wall and started slapping him across the face. "Hey! Harry! Wake up will ya?"

_**SMACK-SMACK-SMACK-SMACK-SMACK**_

"Oooogh. What happened?" Harry asked looking around. "And why does my face hurt?" he asked rubbing his cheek.

"I found you face down on the floor," Ben said before looking down, then pointed to the test tube in his hand. "What is _this_?" he asked, figuring he could feign ignorance for a little while longer.

"Um, a new soda," Harry said pocketing the test tube.

"Okay then," Ben said offhandedly. "Listen, Gwen's worried about you, and I really think we need to have a talk."

"Um, yeah, listen, we're all going to Coney Island tomorrow, so how about we talk there?" Harry asked leaving the room. "See you later."

_Harry, you're making it really difficult to not believe you're doing something incredibly foolish, _Ben thought to himself as he got back to Gwen. The look on her face when he met up with her told that Harry had just run past her.

* * *

At the same time across town, Peter was swinging through the city looking for the Green Goblin when a bright flash of light that just kept getting brighter lit up the horizon.

"Woah. That's OsCorp. Harry's dad could be in trouble. Aw, but even at web_-slinging _speed it could take me a while to get there. Unless…" he trailed off before leaping onto a nearby rooftop. He then created another web-line slingshot with two radio towers, aiming himself for the OsCorp building as he pushed himself back. "I've always wanted to try this," he said before letting himself fly. "YEEEEHAAAAAAAW!" he said shooting through several city blocks, finally slowing himself down after swinging around one of OsCorp's antennae and coming in through a hole torn in the roof.

When he lowered himself in, he saw Norman and a bunch of people in yellow suits and helmets going into a room that had smoke pouring out. Just in case his help was needed, he decided to head in.

"Doctor. Octavius. Where are y_ou_," Norman said suddenly tripping on something, revealed to be one of Dr. Octavius' extra arms. When the smoke cleared a bit further, it revealed that Dr. Octavius was buried under a couple pieces of concrete. "Otto?"

"I got it," Peter said dropping down. After lifting the piece of concrete up, Osborn and two technicians pulled him out of the way.

"Is he…" Osborn trailed off.

"He has a pulse sir, but it looks as if, as if his harness is _fused _to his skin," the technician said right before Otto began regaining consciousness.

"Otto. Otto are you there?" Norman asked.

"I… will not… be weak…" Otto said clenching his fists and getting into a sitting position.

"Otto, get up-" Norman said before one of the man's arms suddenly grabbed him by the front of his shirt and slammed him into the wall.

"Silence! You imperious moron!" Otto roared.

"Woah woah there slinky! Mr. Osborn helped save your life!" Peter said sending a web-line onto the offending arm.

"_You_!" Otto cried sending another arm at the web-slinger. After getting knocked off the ceiling he tried to swing away, Otto smacked him with another arm, slamming him into another wall before grabbing him by the front of his shirt and right wrist.

"For the record. I helped save your life _too,_" Peter said before his other arm was held to the side.

"Do _not _insult my in_telligence, _Hero!" Otto growled. "You tracked me down and tried to de_stroy _me! As I knew you would," he said binding the web-slinger's other wrist.

"Destroy you? Pal, I don't even _know _you!" Peter growled as he struggled againt Octavius' grip.

"Oh, but I sur_vived_," Otto said completely ignoring Spider-Man. "And more to the point, I have, im_proved_. I am now _one _with my arms. Oh you _failed _Spider-Man, and _your _failure, has given me, new life!" he sneered before dropping Norman. Hard.

"Otto?" Norman groaned.

Otto then began pinching his claws near Spider-Man's face with a sneer on his face. "Otto Octavius was weak. Call me, Doctor Octopus!"

"Look Doc, have you thought this through?" Peter asked. "The _next _Spider-Man who finds you under a pile of debris may view this as a _cautionary _tale."

"Glib. Does not. Equate. With _clever_. Spider-Man," he growled slamming his foe into a wall with each sentence fragment.

"Yeah well, the ratio of arms to _sanity_ hasn't exactly been established either."

"Do you ever shut UP!" Otto growled throwing Spider-Man through a pile of debris.

"Sorry. No. My fans expect a certain amount of quipage in every battle-"

The web-slinger was interrupted when Otto grabbed him from the ground and threw him into a wall.

"Come on Doc. You're a cephalopod. I'm an arthropod. Can't we just hug it out?" Peter asked as he dodged another two tentacle stabs, then began running up the wall and ceiling only for Otto to keep up with him as he ran around the rim of the domed roof before getting back to ground level.

"You're slowing down arachnid, but _my _arms never tire," Otto taunted. "And soon they'll crush-"

His tirade was soon interrupted when an alarm started going off from his harness, cutting him off mid-speech.

"An alarm clock too? Man, those arms come with _all _the percs," Peter quipped before dodging another stab.

"My apologies Spider-Man, but I've got places to go, and _worlds _to conquer," he said sending one of his arms through the glass wall, wrapping his arm around something in the next room, another grabbing a metal disk. "So your obituary will have to be written, another day," he said yanking the energy condenser in the next room and throwing it at Spider-Man.

Said web-slinger tried to dodge it, only to end up breaking it with his face. After the good doctor left, he leapt through the hole in the roof. "Paging Doctor Octopus. Paging Doctor Octopus. Aw, as if Gobin wasn't bad enough."

* * *

The next day at Coney Island, the majority of the school was celebrate the Midtown Mustangs winning their game. At the moment, Harry had just taken a giant mallet and sent the weighted cylinder up into the bell at the top of a scoreboard, causing it to ring loudly.

"Yes!"

"Osborn. Where do you hide the muscle?" Randy asked feeling Osborn's bicep.

"Harry."

"Gwen, uh, glad you could make it," Harry said to the blond. "So guys, corn dogs? My treat," he said blowing Gwen off to hang with the in-crowd.

"Harry, wait, ugh," she sighed.

"Hey Gwen."

"Oh Peter I'm glad you're here. Something's _really _weird with Harry."

"And this surprises you?" he asked, causing Gwen to look at him over the rims of her glasses. "Tc- Okay, okay, not the look. I mean, sure, the football thing's gone to his head, but _look _at him," he said holding his hand towards said heir. "He's like a walking commercial for happy," he said at just the moment Kenny slapped Harry on the back, almost making him swallow his corn dog.

"Peter, it isn't that. Ben and I think-"

"Hi Gwen. Mind if I borrow Petie?" Liz asked, dragging the brunette away.

"Don't worry Gwen, Harry's fine," Peter said as he was dragged away.

"Ugh," Gwen sighed before feeling a hand on her shoulder. "Oh Ben, thank heavens you're here. Did you find anything out about that stuff Harry was drinking?"

"Not yet, but if I had to guess, I'd say it was di_rectly _responsible for his sudden jump in grades and status on the football team," Ben said with his hands in his pockets. "Hold that thought for a sec, I always wanted to try one of these," the blond said quickly paying the vendor and paid him the money. He then rubbed his hands together before raising the mallet above his head, then bringing it down onto the lever.

The next moment, the weight was sent flying up the scoreboard, knocking the bell right off its bolts, shocking anyone who was watching as the weight fell away into the ocean. A second later the bell fell to Ben's feet and spun around like a coin before coming to a stop on its back.

"Does that mean I win?" Ben asked rubbing the back of his head, not noticing when Harry glared daggers at him before leaving with his new friends.

* * *

An hour or so later across Coney Island, Peter and Liz had been hanging out together doing all sorts of thing. At the moment, Liz had passed Peter some cotton candy, only for it to stick to his hand. It went without saying that even _Ben _didn't need to tell him that his spider-traction was a completely voluntary action, so how that happened, he couldn't guess.

After a cheesy joke involving "sticky fingers", Peter and Liz bumped into Flash and Mary Jane. For a moment the four exchanged an awkward silence. _Then_, our favorite red-head saw fit to stop another gay baby from being born somewhere in the world.

"Is it me, or is this awkward?"

"What's that?" Liz suddenly asked, pointing into the distance as what looked like a giant daddy longleg skittered across the horizon towards a tall grey building with windows arranged in a triangle shape windows.

"Uuugh. Agh, look, sorry, all that sugar, my stomach," Peter feigned as he ran off. "Look, I've gotta go. _Don't _follow me."

"Typical Puny Parker," Flash snorted. "Leaves _me _holding the back," he said before Liz and Mary Jane looked at him dryly. "Um, no offense girls."

* * *

After following the "daddy longleg", AKA Doctor Octopus to the tall building in the distance with its window smashed in, Peter followed the claw-shaped footprints in the ground. When he got to a room labeled **R&D: Lab 8**, Doctor Octopus lifting a transparent yellow pyramid-shaped piece of glass over a metal disk.

"Gangway! Comin' through!" he said quickly swinging off of Doc Oc's arms and grabbed the metal disk before leaping onto the wall.

"Spider-Man!" Otto growled.

"Ha-Hey Doc. _Love _the new look," he said noticing the green shirt, brown trench coat, and green goggles.

"Hand. Over. The device," he demanded pinching his claws together.

"I'm thinkin'… No."

"Then you in_vite _your doom," Otto said lowering himself to the ground. "You're in an enclosed space web-slinger," he said as the talons on the ends of his arms began spinning like buzzsaws. "_Where_ can you hide?" he asked as he sent the spinning blades towards Spider-Man, only for them to dodge around them and send a web-glob into his eyes.

The next minute Peter bolted off into the hall and back to the floor's lobby, finding an aged, black-skinned man in a suit. "Hi, uh, in a hurry, being chased by a multi-armed guy, wants this, what is it?" he summarized bringing up the disk.

"Th-The Megalo-Pack. A power source. Holds a sizeable charge for years at a time," the balding man summarized.

"Oh, duh, thanks, um, you should hide now," he said as he leapt out of the hole in the window, right before Doc Oc yelled.

"SPIDER-MAAAAN!"

_Ol' Daddy Longlegs needs power, which explains his alarm clock back at OsCorp, and why he took off so fast_, he thought swinging through the city, unintentionally heading back towards Coney Island. _So all I have to do is play keep-away until his tank's on empty. No sweat-_

His mental thought processes were interrupted when he was suddenly smacked by one of the tentacles and sent flying through the air, then slammed into one of the cabins on the ferris wheel before dropping onto three more, then hit the boardwalk.

"Okay. Maybe a little sweat," he said pulling his head up from the ground. A minute later Doc Oc smashed his way through Coney Island before heading _his _way. As the carnivalgoers started panicing, he made a harness to sling the disk over his shoulder before jumping back into the fray.

As Doctor Octopus tore through the park, Harry jumped over a tripped Gwen, Mary Jane running back to her before Spider-Man grabbed them out of the way, swinging around a ride and back down to ground level.

_A guy could get used to this, _he said after as he dropped the two girls off who had been holding onto him. _Maybe I can get Ben in on this action. _"Thanks for the company, love to stay, but, I've got a doctor's appointment."

A second later he was sent flying through the top of the now out-of-order carnival game that Ben had broken earlier.

"Doc, your bedside manners _stink_," he grumbled after rolling back onto his feet, yanking himself up onto the ferris wheel. Doc Oc followed after him, trying to snatch away the Megalo-Pack off of him. He then swung back to ground-level, disappearing amongst the stands.

"Hand over the device, you pa_thetic, _four-limbedexcuse, for a _spi_der!" he growled as he looked around for the web-slinger, getting a caramel apple to the head a moment later.

"Ho-hoh, you sweet-talker you," Peter glibbed, then launched the entire tray of caramel apples off the tray with his webbing like a slingshot. He then leapt away from the stand as the eight-limbed foe smashed it to pieces, surfing away on an ice cream cart before swinging around Doctor Octopus' limbs like Luke Skywalker did to that AT-AT walker on Hoth using a Rebel Alliance Snowspeeder's tow cable.

This of course garnered similar results, as Doctor Octopus soon landed on the boardwalk face-first.

However, the web-slinger's victory was short-lived as the Octopus cut himself free in seconds, and was back on his feet… in two. He then ripped a sign from the nearby Penny Arcade and hurled it like a discus, smashing the popcorn stand which Spider-Man ditched, then leapt off another stand and onto the merry go round.

"Don't worry Spidey! I got your back!" Flash said about to do something incredibly stupid.

"No!" Peter cried as Doc Oc was about to slash Flash across the chest, only for Ben to jump out of nowhere and get his labcoat slashed.

"Appreciate the help fanboy, but uh, leave this to the professionals," Peter stated.

"Right. I guess. Smack him one for me!" he said as he and the others ran off, Ben showing no signs of injury aside from his torn coat.

Doc Oc then flung Spider-Man off of the popcorn stand he was on, suddenly grabbing Liz around the waist and taking her hostage.

"I should've seen it _sooner _Spider-Man. You're _weak_. You can't _bear _to see anyone hurt," he said as Liz struggled against his grip.

"I could learn to make an exception," he said darkly as he ran at the crazed doctor.

"And your _meager _thought processes are _so _transparent," he continued as he leapt onto the merry go round. "_Stall until his power runs out,_" he mocked. "But this pack, has another hour of juice at _least_," he said as one of his arms tapped the metal. "And think of all the damage I can do in one hour. Starting, with the girl," he said as he strode off toward the nearby roller coaster. "_Chose_! The device, or the girl!" he ordered as he punched a hole on the railway before dropping Liz into it, leaving her to her fate.

"You want it! Then fetch!" he shouted swinging the harness before letting the disk fly. As Doc Oc left in pursuit of his prize, the carts crested the slope and headed towards Liz, her grip slipping under the vibrations until she fell, Spider-Man grabbing her at the last second. _Subway to Coney Island: Two bucks. Riding Turbulence: Six. Saving Liz Allen: Priceless, _he thought after dropping her off, going after Doc Oc before he could power up.

"Finally it's mine," Otto said with prize in hand.

"But you won't get the chance to use it! Not as long as I'm conscious!" Peter said swinging in.

"A situation _easily _remedied," Otto thought to himself as he swung a tentacle out at Spider-Man, only for him to bound over it onto a barrel before leaping off again, and bumping into a **Hit the Freak **target game, ironically getting hit upside the face by the same barrel a second later. He then grabbed Spider-Man by the leg and slammed him into the boardwalk, then into another carnival stand before picking him up and dropping him again. "_As _I was saying," he said striding towards Spider-Man, dropping down condifently and ejecting his current energy source to replace it with the new one.

At that moment, Spider-Man used the spotlight on his belt and flashed Doc Oc at the moment he sent a pair of web-lines onto each disk, then yanked them both away before kicking him in the chest, grabbed his arm, and started swinging him around before letting him crash into an octopus-themed kiddie ride.

* * *

Later as Doctor Octopus was being arrested, his wrists bound by special cuffs while the cops tried figuring out how his extra arms worked, Peter Parker was on the scene to get the pics before meeting back up with Mary Jane, Flash and Liz fighting in the distance.

"What's goin' on?" he asked.

"What's goin' _on_? Are you _kidding _me? They're breaking up!" Sally screeched, Peter seriously reconsidering what he'd ever seen in her. "Flash Thompson and Liz Allen, Midtown's number one power couple are callin' it quits. And it's all your fault."

At the same time in the back of the group out of earshot, Ben picked his ear before grumbling, "Oy, someone call Maxwell Sheffield. I think we found Fran Fine's tonsils."

Gwen simply gave him "the look".

"What? Too soon?" he said offhandedly.

"Dude, kudos on the ruthlessness," Harry chuckled.

"Wh-what? No, I didn't mean to-" Peter tried arguing while Sally ran over to Liz's side, who was now crying her eyes out.

"Not now tiger," Mary Jane said putting a hand on Peter's shoulder. "Trust me."

Meanwhile at the back of the group continuing their _previous _conversation.

"This is serious," Gwen stated. "We really need to talk to Harry."

"I know, and I completely agree with you. It's Peter you need to speak with," Peter said putting a hand on her shoulder. "I'm going to head to the lab and see just _what _Harry's chugging. You try and get Peter on track."

"Alright. I'll get back to you later," Gwen stated. "Oh, one last thing. What're you dressing up for on Halloween?"

"That's… a surprise," Ben chuckled. "What about you?"

"Me? Well, um, I never actually thought about that," she said nervously.

"Oh come on. If I'm dressing up, then you've gotta dress up too," Ben said wagging his finger at her.

"Oh alright then," Gwen said offhandedly. "I'll let it be a surprise."

"And that's all I ask," Ben chuckled as he walked off, his thoughts going to both what he'd wear, and what the hell it could be that Harry was taking that would make him do a 180, both physically and mentally.


	11. Hidden Uncertanties

"Twas the night before Halloween, all through Manhattan.

Not a criminal was stirring.

Not even Green Gob…lin.

Might as well enjoy the peace and quiet while I can," Peter thought to himself as he reclined on a web-line hammock. "Man-ha-ttan. Gob-lan. It sorta rhymes."

Meanwhile a few miles _above _sea-level, the NASA space shuttle carrying John Jameson, son of Jonah Jameson, was lazily awaiting its designated time to return to Earth. At the same time in the cockpit, the crew was enjoying the zero-g before they had to return to Earth.

"So Jameson. Any early trick-or-treaters up there?" one of the technicians asked humorously.

"Hope not. We're fresh out of candy," the dark blond joked. "But seriously, I remember my _first _Halloween. I was an astronaut. Big surprise right?" he asked humorously as he let a little pumpkin fly. "As much as I love the beauty and tranquility of space, I'm glad we're landing tomorrow to see the costumes of the _next _generation of dreamers. Plus _this _year, my astronaut costume rocks," he said humorously.

Not a second after those words had left his mouth, a piece of space rock slammed into the front of the ship and broke into pieces.

"Life support's still up," the female astronaut said after checking the ship's systems. "Otherwise-"

"Otherwise it's, _Houstin we have a problem,_" he finished, not noticing the little _hitch hiker _who would cause more than _one _problem.

* * *

The next day at school while, unknown to Spider-Man that the Green Goblin was running lose and in the process of kidnapping one of Tombstone's lieutenants, the lab was showing a news bulletin of the shuttle mission, classes currently handled since one of that astronauts in question was one of M3's graduates.

"The astronauts have done all they can to repair the damage. Now, Colonel Jameson has only one chance to bring his crew home. He must 'manually' pilot the craft to re-enter the Earth's atmosphere at precisely the right angle, or they'll burn up on re-entry," the reporter said as Gwen watched, Harry walking past the door and to his locker.

"What's _that _Harry?" Gwen asked as he pulled a test tube filled with green fluid topped with a rubber stopper out.

"Nothing… New soda," Harry said weakly.

"Then you won't mind… giving me a sip," she said reaching for it.

"No!" he said jerking it away.

"_This _is why Ben found you passed out the other night," Gwen said with her hands on her hips. "Harry, whatever that stuff is, you need help."

"This _is _the help," Harry said indignantly. "4.0 GPA. Football stud. In-crowd. All thanks to the _Green_," he said as he pulled the stopper.

"Harry _no_," Gwen pleaded, only for the boy to shove her against the locker and chug down the vial's vile contents.

"A few _blackouts _are a small price to pay," Harry said with a smug grin on his face. "So spare me your concern, my life's great," he said dropping the vial onto the ground and pushed past Peter. Once he was outside the building, a voice called out to him.

"Harry. What the _hell _has gotten into you?" Ben growled as he leaned up against the wall, wearing a labcoat like he always did.

"Whatever do you _mean_?" Harry asked smugly, his pupils pupil and irises dilating for a second before returning to normal.

"I _mean _what the _hell _have you been drinking?" Ben said walking towards Harry and jabbing a finger at him. "You used to be a good kid. Smart, funny, sincere, but now you're narcissistic and obnoxious like those rich-kid stereotypes _say _you should be, and a real jerk to all your friends. _Especially_ Gwen. She's just trying to help you, but all you do is push her away."

"Ooooogh. Not _this _old speech," Harry grumbled rubbing the bridge of his nose.

"And a_nother _thing, since when did you get all buddy-_buddy _with Flash and the in-crowd?" the blond asked poignantly. "It seems like ever since you started drinking that _stuff_, you've become an entirely different person."

"And what would _you _know?" Harry said grabbing the blond by the throat and pushing him back against the wall. "You're al_ready _the smartest kid in school with perfect _grades_! You plowed through those tryouts like they were nothing just for _fun_! You can put Flash on his knees using only his _thumb_! You al_ready _have the whole package, and you act like it isn't a big _DEAL_!" he said squeezing the blond's windpipe, his eyes dilating before the blond reached up with both hands and wrenched himself out of his grip.

"Listen, _pal_, I'm not going to judge you. I don't have the right. But Gwen and Peter are genuinely worried about you, and that little stunt you pulled just then isn't earning you any points with _me,_" Ben said as he took in air.

"_Pheh. _Maybe your parents home-schooled you because you're nothing but a big _jerk_," the boy said before walking off, not noticing the blond's fists clenching and drawing blood.

_Harry you bastard… If you ever talk about my parents like that again, I'll _end _you, _Ben growled as he headed back to the classroom. Now he _knew _whatever Harry was drinking was augmenting his physical abilities, since if he had hand strength like that before, he would've gotten higher up that rope than two feet.

* * *

After school and a chat with Ben about Harry's rather _disturbing _turn of personality later, Peter was swinging through the city on patrol like he _had _been since the Green Goblin had shown up in Manhattan.

_Man, how does she do it? One look and the next moment I'm swinging across town _just _to have a talk with Harry, _he said to himself as he swung off. _And then there's what Ben told me. The Harry _I _know would _never _say something like _that_ to someone. There's seriously something wrong going on here._

He was then cut out of his thoughts when the familiar whirr of the Goblin's glider rung through the air, said Goblin flying through the air right above him.

_Oh. Looks who's finally shown their ugly rubber face, _Peter said to himself as he hopped onto the roof of a nearby building, spotting the purple-wearing Goblin flying along. He then leapt onto another building before sending a web-line onto the Goblin's glider, stopping him in mid-air. "Ho-Hoh! Landed me a _big _one!"

"_Who's _landed _whom_?" the Goblin asked as he did a U-turn, his glider letting out its forked tongue at the web-slinger, only for him to drop onto his back before he was yanked off the roof.

"Where you been Greenie? Vacation?" Peter asked as he was carried through the city.

"Been _lookin' _for _you_," he said as he swerved around a building, dropping a payload of screaming pumpkins at the web-slinger in an attempt to get a good pot shot in. After a razed chuckled, Spider-Man suddenly yanked himself forward before delivering a punch across the Goblin's right cheek, only for him to throw the web-slinger forward before grabbing him from behind. "We both want tombstone out of the picture," he said before he got elbowed twice.

"For totally different reasons," Peter said as he leapt over the Goblin's head and swung his arm at him, only for it to get caught and the Goblin deck him across the face.

"Details, details," the Goblin stated, finding the web-slinger under his glider. "And speaking of details, I've got a _jump _drive that can take Tombstone down for good," he said inching Spider-Man's back to the side of a building before spinning away.

"Great. Fork it over. I'll take you _both _in."

"Ah ah ah, I don't have it _on _me, but I'll have it tonight," he quipped as he swerved upwards over traffic.

"When tonight? Where?" Peter asked hugging himself to the bottom of the glider, as to not get turned into a bug on someone's windshield.

"Anyone _else _getting déjà vu?" the Goblin asked himself. "Oh well. Let's run with it," he said swerving upwards. "Believe me. You'll know," he said before dropping Spider-Man off into the side of an air conditioning unit. Painfully.

As Peter pulled himself out of the air conditioning unit, the Goblin could only cackle madly as he flew off into the distance, that crazed cackle ringing in the brunette's ears, as did the ringing from when he hit the metal unit.

* * *

_If Gwen and Ben are right, then losing the Goblin is a _lot _less painful than talking to Harry, _Peter thought to himself as he dropped onto a roof, taking off his mask before his ears suddenly picked up the whirring of the Goblin's glider. Looking up, he saw said goblin flying towards the Osborn residence.

Quickly re-donning his mask and setting his back on a wall with some webbing, he quickly covered the distance between him and the Osborn suitehouse. It was then at that moment that Ben's words regarding spying practices came to the forefront of his mind.

**Flashback**

"Now Peter, can you tell me why a spy _always_ moves along the ceiling in a high place when infiltrating a secure location in the movies?"

"Um… Because it's cool?"

Whether he was right or not was answered with a two-fingered bitch slap across his left temple.

"No. It's because _normally_, a person doesn't move through high places unless they have specialized equipment or years of training. That's why with your spider powers, you'll be able to use the high-road in a very literal sense. People rarely look above them, but rather what's on ground level since that's where they expect other people to be, so if you ever find yourself infiltrating a secure location or otherwise, always use the high road, and try to stick to the shadows if you can. Red and blue doesn't exactly blend in."

**Flashback End**

_Huh. Hearing it from another person with spider powers, it makes a lot more sense, _Peter thought as he silently opened the door before climbing up onto the high ceiling. _On another note, I'm not even _sure _if the Goblin came up here. He wouldn't be the _first _wackadoo to target Harry's dad._

However, he was cut out of his reverie when a knight statue by the wall suddenly split down the middle, Osborn coming out of what looked like a secret passageway before the statue put itself back together behind him.

_Woah. Coming here for _years _and I've never seen _that _door before, _Peter thought to himself as Osborn walked into the next room. _Nah. I-I mean so the guy likes masks. That doesn't mean… Be-Besides, the Goblin keeps stealing Oscorp tech, so unless those thefts… were staged… _he said as he looked at the knight statue that Osborn had just come out from behind. _To throw of suspicion!_

"Dad, I'm home," Harry said coming into the room.

_Great, now Harry's got _two _problems, _Peter groaned to himself. _How can I talk about either of them with Green Gos-Born in the next room? _he asked before leaping away.

* * *

A while later after dropping by the Silver Spoon, since he still had no idea how to get to the Daily Grin, or even how _Ben _got there, he called Harry up, hopefully from a safe distance. After a brief chat, it came to the oh-so-familiar.

"I'm not kidding Harry. We _need _to talk."

"Then come on up."

"Not a good idea. Just come down."

"Oh so you can give me an earful for Gwen or rag on me about that pot shot I made about Ben's parents? Pft, no thanks. Besides, I need to get in costume. I'll meet you in an hour at the Bleakers Street Carnival," Harry said before shutting off the line.

* * *

After that chat, Peter decided to drop in on the Daily Bugle and drop off the photos he'd taken with Jameson before heading off to the Bugle. For a time Jonah seemed like a compassionate human in terms of his son, but once his son touched down, he turned back into Jolly Jonah.

After sending in the photos, they were called garbage in the face of a "real" hero. Really? What did the guy have against heroes in masks? I bet he wouldn't be playing that tune with Captain _America _around. He wore a mask and leveled the playing field against Hydra in WWII. But I digress.

Anyway, after taking Jonah's advice and selling the pics of Spider-Man vs the Green Goblin to The Globe, he made his way to Bleakers Street for the Halloween carnival, his cell phone at his ear as he made the final stretch.

"Harry's meeting me at the carnival," Peter said as he stuck to a wall before hopping down. "I-I'm already here. Where are you?" he asked as he came down, having _happened _to land right next to Gwen.

At the moment she was wearing a cop's outfit complete with an MPD badge, hat, and baton. What caught Peter's eye however was that she was wearing a skirt, and he wasn't sure if female officers wore skirts.

However, when she gawked at him in his Spider-Man outfit he wore, he was a bit confused when she suddenly looked over his shoulder instead of straight at him like a deer in the headlights. When he looked directly behind him, he was surprised to see yet _another_ Spider-Man in the exact same outfit as his, and standing beside him was a smaller version of Spider Man. The outfit's accuracy were uncanny.

After a minute, the taller Spider Man removed his mask, revealing himself to be Ben Reilley in a Spider-Man outfit as well, which thankfully kept his identity secret.

"Ugh, Peter, this is why- You know how the last couple of weeks, I kept saying '_Can I have a couple of minutes of your time to talk to you about something_'?" Ben asked. "_This_ is why. _This _is why. Now the evenings ruined."

"Um… I'm sorry?" Peter said more in the form of a question as he took off his mask.

"Hmmm. It's fine. There's no getting around it now," Ben sighed. "Now if you'll excuse me, I have to collect some blackmail," Ben said taking out his spy camera and headed over to Flash and the others, donning his mask once more. "Oh, and nice costume Gwen. Glad you decided to dress up," he chuckled before heading off.

"What's he talking about?" Peter asked.

"It's nothing," Gwen sighed as she pulled on the brim of her hat, hoping it'd hide the blush. She then felt a tugging on her sleeve and looked down to see the little Spider-Man that was at Ben's side before pulling off his mask, revealing none other than Billy Connors. "Oh hey Billy. Is there something you need?"

"Are you Ben's girlfriend?" Billy asked straight-out, causing the blond to blush.

"N-No! Just a friend," she said, though a bit depressed as well.

"But you're still a friend who's a girl right?" the little blond asked.

"Why don't you run along. I'm sure Spider-Ben needs his _sidekick_ right about now," she said pointing him in Ben's direction, who at the moment was collecting blackmail photos of him and the other football players doing an incomplete pyramid.

"I'm going to _cream _Osborn," Flash grunted as he tried to hold the pyramid up. "Little whelp was su_pposed _to be the top of our pyramid." He then looked into the crowd and spotted Peter among the crowd. "Hahahahah. It's the Spectacular Spider-_Geek_," he laughed and pointed, causing the pyramid to collapse, which for some reason Kenny wasn't on the bottom of.

"Funny. Flash in a skirt is almost as terrifying as The Digger," Ben said snapping another photo.

"Gotta say tiger, you fill out that suit nicely," Mary Jane commented.

"Very nicely. You can web me up _any _time Petie," Liz complimented, causing Peter to blush.

"Puny Parker? Dude looks nothing _like _Spidey," Flash argued walking up to him.

"Oh I don't know. We seem to share a fairly-decent resemblance," Ben said behind his Spider-Man mask, having stashed away his camera for later use.

"Sp-Spider-Man you're here!" Flash cried out. "Um, I can explain the skirt."

"Tchahahahaha, you should've seen the _look _on your face," Ben said pulling off his mask. "You _totally _thought I was Spider-Man just then. Hahahahaha."

"Why you little…" Flash growled.

"Hey Ben, is this guy a cross-dresser or what?" Billy asked poignantly, causing some of the in-crowd to chuckle.

"And who's this little guy?" Liz asked. "I didn't know you had a brother, Ben."

"I wish. He's my boss' kid. I just agreed to take him out to the carnival for the festivities," Ben said offhandedly.

"Yeah, and he made me this cool costume too," Billy said with a smile as he looked himself over. "Even got the web designs just right."

"Didn't know you were one for needlepoint," Mary Jane said, nudging Ben in the side with her elbow.

The next moment, the fireworks began to flare madly from down the street. There were blue and pink flashes through the air, but what was the real kicker were the orange jack-o-lantern-shaped lights in the sky. The screaming sound they emitted made it obvious as to who was sending out _those_.

With a wave of his hand, Ben motioned Peter off. _"I'll try and find Harry. Just go."_

With a nod, Peter quickly ducked into a back alley, re-donned his mask, and headed off in the direction of the fireworks.

* * *

"So. Gobie offered you the secret toy surprise too," Peter said arriving at what looked like a refinery on the coast, Tombstone arriving at around the same time via helicopter. "Trap?"

"Trap," the albino replied.

"Figured," Peter sighed. "Race you inside."

When the two entered, a wave of heat suddenly hit them, and large pots of molten iron bubbled, some of the machinery still running, since most of it was automatic now.

"Ah, always with the drama," Spider-Man said as tombstone kicked the door in. A few seconds later, Hammerhead was lowered in front of them, hanging from a chain and hook.

"This is _so _embarrassing," he grumbled as he swung back and forth, now dangling over a smoldering hot vat of molten iron.

"And disappointing. Did you really think you needed a jump drive to protect you?" Tombstone asked. "Did you really think a jump drive _could _protect you?"

"Aw boss, you can't have fallen for that. There's no drive, no incriminating evidence, there never _was_," Hammerhead argued.

"_Yes_, _yes_, I'm a _big fat _liar," the Goblin said from above as he began dropping screaming pumpkins onto the platform that Spider-Man and Tombstone were on, causing it to begin to collapse. "Like we didn't all know this was a trap," he continued as another vat of molten metal came towards them, spilling its liquid death at them before Spider-Man yanked Tombstone by the back of his shirt and pulled him along, only for a pumpkin-rang to slice the web-line Spider-Man was using.

"Welcome to the Green Goblin's House of Horror," the Green Goblin said as Spider-Man tossed Tombstone onto another walkway, then swung himself around again. "Or should I say, Re_finery_ of _Revulsion_?" he asked making his presence known as a pair of screaming pumpkings jumped out of his glider into his hands, both of which he chucked at the two as they made their way to firmer ground. He then launched a half-dozen pumpkin-rangs through the air to cut the chains holding the walkway up, three of them finding home in Tombstone's back.

As Spider-Man swung through the refinery, he quickly began dodging finger bolts, only for one to hit him on the back and send him rolling along one of the metal pipes before coming to a stop. As the Goblin was about to stab him with his glider's forked tongue, Tombstone suddenly threw a metal pipe at the Goblin's glider, throwing it off-course.

"Uh, thanks?" Peter said more as a question.

"Take down the Goblin, or at least unmask him, and we'll call it even," Tombstone said picking the last pumpkin-rang out of his back.

"Uh, excuse me, but who rescued _whom _from the molten steel?" Spider-Man asked right before the Goblin came in for another run. Quickly latching another web-line onto the Goblin's glider, he followed the rubber-masked psycho through the refinery, only to hit a crane's hook mid-flight.

"Oh-hoo-hoo-hoo-hoo! Wipeout!" the Green Goblin chuckled as Spider-Man was sent towards the molten steel down below, only to narrowly escape with a pair of web-lines and swing himself back up before swinging off again.

As this was going on, Tombstone managed to get to the controls and move Hammerhead away from the pot of molten metal. The Goblin was about to attack them as Tombstone retrieved him, but a kick from Spider-Man sent him reeling backwards and onto one of the pipes. A minute later he was webbed down.

"Next time you throw a bash Gobie, leave out snacks," Peter said as Tombstone and Hammerhead left. "Your guests will stay longer."

"Ohm, tsk tsk tsk. How embarrassing," the Goblin joked as his glider flew around right as he freed himself. "But at least I brought party favors," he said throwing another pumpkin-rang past Spider and into a trapdoor on the ceiling, letting loose hundreds of screaming pumpkins that started filling the refinery with explosions and screams, Peter's escape resembling Luke Skywalker's escape from the explosion of the reconstructed Death Star.

* * *

Back at the carnival, while Flash was striking out with Mary Jane, Gwen walked around the carnival trying to find either Peter or Harry. The prior had disappeared right after the fireworks started, and the latter had yet to even show up.

"No Harry. No Pete. Someone is _so _getting, The Look," Gwen said with crossed arms.

"Oh I don't know. I think The Look makes you look pretty cute," a happy-sounding voice said from behind her

"Spider-Man?" Gwen gasped as she turned around with a slight blush on her face.

"Close but no cigar," _Spider-Man _said before taking his mask off, revealing Ben underneath.

"Ah, Ben, don't _do _that. Someone might think you really _are _Spider-Man," Gwen said poking him with her baton, which by the way, was a real police-issued one.

"What can I say? I love role playing," Ben chuckled. "Not enough to go out for the theatre, but still enough to dress up."

"Where's Billy?" Gwen asked looking around.

"Oh, his parents came by to join in on the fun," Ben said offhandedly. "I'm not sure whether to take this as a joke or an insult, but Curt dressed up as The Lizard."

Gwen visibly shuddered at that memory. Hearing Curt's bones snap and reshape themselves as he transformed into a crazed monster was almost as bad as when The Digger kicked down their door. Or even when Ben had stayed behind to give her time to escape.

"Ben, I'm worried about all the risks you're taking," Gwen said putting a hand on the blond's arm. "Can you promise me you won't do something so crazy again?"

" . . . I'm not sure if I can make that promise," Ben said donning his mask before walking off into the crowd, leaving a slightly-disappointed Gwen Stacy behind.

* * *

Back at the refinery after dodging the explosions for a few minutes, the Green Goblin suddenly rammed the web-slinger through a window before decking him in the face.

"Why don't you just give up?" the Goblin asked as he punched Spider-Man into the side of a smokestack before falling onto the walkway. He then began chucking more screaming pumpkins, which Spider-Man dodged before he began shooting more webs at him.

"Because I know your secret. I know who's face is behind that mask."

"We _all _wear masks, Spider-Man, but which one is real?" he asked withdrawing four pumpkin-rangs. "The one that hides your face? Or the one that _is _your face?" he asked as he let the projectiles fly.

"I know you're Norman Osborn," Spider-Man said dodging the throwing weapons, only causing the Goblin to laugh even more.

"Am I?" he asked as Spider-Man stuck webs to his glider and started pulling him in. "Impressive webbing. Now, try mine," he said as some sort of cannon lowered itself from the glider's carapace. It then began shooting green globs which began crystallizing after a few seconds, Spider-Man dodging them as the sticky projectiles kept coming.

Spider-Man began swinging around the refinery, dodging the sticky green projectiles, which he now knew crystallized when meeting open air. However, he couldn't be sure if that was their only quality, so he settled to continue dodging until he could come up with a plan. When he began swinging under a raised platform, the Goblin pressed a few keys on his gauntlet before setting some pre-set screaming pumpkins off, casing the platform to break apart. Spider-Man quickly ran up the debris as it crashed into itself, then sent a web-line out only to get hit in the back by the Green Goblin's weapon, the green ooze solidifying around him and sending him into a free-fall, had the Goblin not grabbed his webbing and pull him along.

"So what do you think of my _Gob_-webs?" the Goblin cackled. "Now, let's see what cracks first. My Gob-webs, or your bones," he said dragging Spider-Man through a large pipe, the thick crystalline prison creating sparks as it scraped against the walls before Spider-Man met open air once more. "Well _that _taught us nothing. Per_haps _a more _drastic _experiment is required," he said as he pulled up, dragging Spider-Man high into the air, away from anything he could web-swing from. "Happy landings, Spider-Man," he cackled as he let the line go, hovering in mid-air to watch.

"This better work," Peter said to himself as he released the thickest web-lines he could, spinning in mid-air and forming a cocoon around himself. For a few seconds the world was dark around him as he fell, then there were five jarring impacts that racked his body before he settled into a roll, the cocoon tearing itself apart, and the green carapace cracking under the pressure until he came to a stop, slightly steaming from the trip as he face-planted. "Okay… All this pain… at least proves… I'm still alive," he said to himself right before the Green Goblin came at him again, screaming pumpkin in hand.

However, Spider-Man quickly yanked up some of his webbing, and, with its elastic properties, sent the screaming pumpkin back at him.

"Oh go-"

_**AOWWW! **_the screaming pumpkin cried on impact, the Green Goblin sent rolling across the roof as his glider wedged itself into the roof, Spider-Man back flipping from the flaming debris. A few seconds later, the Goblin got up, limping towards his glider and favoring his left side.

Peter tried sending some webbing at him, only to come up with nothing. "Oh right. Kinda used it all up," he told himself as he ran at the Goblin, who at the moment had yanked his glider out of the roof and flew away. Peter almost grabbed him, but a sudden swerve at the last second ensured a speedy getaway.

"Go ahead. Run. I know where you live," Peter growled to himself as he followed behind, ready to catch the Goblin in the act.

* * *

"I knew it!" Peter said as he landed in the Osborn's penthouse suite and kicked down the door, the Green Goblin on the couch attempting to yank his mask off. However he was in for the biggest shock of his life when it was _Harry _under that mask, and not Norman Osborn. "_You're _the Green Goblin?" Peter gasped, his eyes visibly widening.

"No. I di- This isn't my costume. I'm a cheerleader and I- Agh!" Harry argued before falling to the ground, clutching his right leg.

"Harry. Spider-Man. What is-"

"You're not limping," Peter gasped as he walked into the room.

"Why would I be _limping_?" Normal asked poignantly. "Why is Harry wearing… Where did _this _come from?" he asked as his eyes fell onto a vial of Globulin Green on the floor.

"Dad, I can explain-"

"What is it?" Peter asked interrupting Harry.

"Globulin Green. An early-stage experimental performance enhancer._ Highly _unstable, _and_ addictive," he growled walking over to Harry before yanking him to his feet. "You stole it from Oscorp! Didn't you? Why would you do something so dangerous? So _stupid_?"

The next moment, Harry's eyes dilated and he grabbed Norman's wrist. "For _YOU!_" he growled throwing Norman through a picture and into a wall, smashing right through a tribal mask. Peter quickly sent some web-lines under the man to catch him, the stone fragments falling soonafter. "You told me to _man up_," he cackled catching the globulin green. "So I took the green to become the son you always _wanted _me to be. To become a _man_. Like _you_," he spat, then suddenly fell unconscious, falling into Spider-Man's arms. "I must've blacked out, again, I- I don't remember anything," he said after a few seconds, his eyes back to normal. "But I can't be the Goblin. Can I?" he said on the verge of tears, then threw the vial against a wall. "Nngh! No! I _knew _I shouldn't have taken it," he cried as he limped over to the couch, "I ruined everything. I'm sorry. So, so sorry."

"This makes no sense. If Ha- If this kid's the Goblin, why would he attack the Big Man? Why attack OsCorp?" Peter asked trying to get all the details straightened out.

"I've had… dealings, with the Big Man," Norman explained putting a hand on Spider-Man's arm. "But when I tried to extricate myself, I was _threatened _by his stooge."

"Hammerhead…" Harry groaned.

"Harry must've overheard," Norman stated. "Under the influence of the Green, his subconscious created _someone _who could take the Big Man down. Now, as to why he attacked _me_-"

"_May_be I've got some _an_ger issues," Harry cackled, that crazed look in his eye as he looked down at the Goblin's mask again, falling into a bout of crazed laughter.

"I will not allow this. I-I'll say _I _was the Goblin. After all, I invented the Green, I'm the obvious suspect," Norman said putting his hands on Spider-Man's shoulders.

"No. He needs you. And what good could you do him locked away for a crime you didn't commit?" Peter asked.

"_Didn't _I?" Norman asked. "_This_, is all my fault. I drove Harry to… I _will _get him help, I swear. If you'll let me," he said turning to Spider-Man.

"Me?"

"If you turn him in, and the Big Man learns Harry was the Goblin, he wouldn't survive the night," Norman said sadly. "Please. He's my only child."

_And my best friend. _"The Goblin disappears. Forever, leaving a mystery that never gets solved" Peter said with narrowed eyes as he headed for the door.

"Thank you," Norman sighed, Spider-Man web-swinging off a moment later.

* * *

The next morning as Jonah unintentionally scared some of the pigeons at M3's gates with his crazed screaming, Peter slowly made his way to school, Ben at his side with his hands in his pockets.

"Hey tiger."

"Oh hey MJ. MJ?" Peter gasped seeing the redhead sitting on the fountain. At the moment Ben was beside her, but not in good spirits. "Wh-What're _you _doing here?"

"I go to school here now. Midtown's theatre magnet accepted me," MJ said. "I wanted to tell you last night, but, you disappeared. As usual."

"S… Sorry. I went looking for Harry, but, I never found him," Peter said, trying to act like he didn't know more.

"Then you probably haven't heard," Gwen said walking up to them and sitting next to Ben. "Harry's taking a leave of absence from school to, travel abroad. And… _get the help he needs."_

"I wonder…" Ben said suddenly finding his feet quite interesting. "Is it _my _fault Harry went down that path? He said so himself that I had everything he wanted and treated it like it was nothing. Maybe… if I played more into the nerd stereotype… let myself get kicked around a little… he wouldn't be this way," he sighed with his shoulders slumped.

"Ben, there's no way you could've known what your influence could've done to Harry," Peter said putting a hand on the blond's shoulder.

"He's right. It isn't fair for you to be beating himself up over this," Gwen said putting a hand on his other shoulder.

"Yeah… But still… If I never came into your lives… would things have turned out any differently?" he asked looking into the distance.

Maybe that was the point of Ben Reilly coming into their lives in the first place.

* * *

Meanwhile on the opposite side of the continental United States, a bunker for the shuttle in the California airfield opened, Foswell and Jameson walking towards the damaged shuttle.

"So, Col. Jameson, uh. Good to be home?" the moustashed man asked as they walked to the side of the ship, a black, inky tar-like ooze on the side of the ship where the meteor hit.

"Yep. Back on solid ground," Jameson said as he placed a hand on the ooze before suddenly pulling his hand back when it jerked towards him and causing the two to flinch. "Where it's nice and… safe," he said nervously.

If this were on TV, this would be the part where the ooze suddenly stretched to the edges of the screen before the credits began playing.


	12. Mechanized Menace MK I

**For those of you who are still reading, sorry for the long wait. Hope the content and hinted _future _content makes up for it.**

* * *

One week after The Globe's article on the Green Goblin vs Spider-Man _slaughtered_ Jonah's coverage of the shuttle landing, which was his own attempt at putting someone _other _than Spider-Man seem like a hero with all the good he was genuinely doing, Peter was called to The Bugle by Robbie Robertson. Apparently because people were more interested in the extraordinary efforts of Spider-Man against Manhattan's super-villain set than the "everyday astronaut", Jameson wanted Peter locked into an _exclusive _freelancing contract with the Bugle.

However, even a frugal man like _Jameson_ knew that simply expecting someone to work for pennies wouldn't keep Peter's loyalty, so an advance onto his contract would be promised, as well as an increase in pay in order to keep him under The Bugle's flag.

**"_But not too much. I'm not running a _charity _here!"_** as Jameson would say in that situation if given the chance to speak aloud.

"Is it really _worth _it to provide my services exclusively to The Bugle?" Peter asked Robbie, looking over the contract, which was legally _binding_, one last time. Ben had long since drilled it into his admittedly-thick skull to read every letter of a document before signing. "I mean, The Globe isn't as _famous _as the Bugle, but they _did _pay me more for my pictures, and with less hassle too."

"Maybe so, but with this exclusive contract, The Bugle will be contractually obligated to pay you even more," Robbie said, wanting to continue working with someone who he could occasionally ask to keep tabs on his son for him. "Plus there _is _the advance for signing."

" . . . _*Sigh* _Alright, you talked me into it," Peter said as he grabbed a pen and signed. If not for the money, then to spite Jonah that Spider-Man was more read than his own son. As he was doing this, his Spider-Sense flared a tiny bit, but only the type when someone was coming up behind him. Looking over his shoulder, he saw a thin grey-haired man with pulled-back features in a crisp white lab coat pushing an object covered in a tarp towards Jameson's office. "Uh… Robbie, any idea who that is?"

"None. Not too sure what that is he's pushing in either," the man replied. "Still, it isn't any of my business. But hey, feel free to ask if you're really that interested," he said looking over the signatures on the contract before putting it in filing.

_May as well see what this guy's up to, _Peter thought to himself following the lab coat-wearing man to Jameson's office, slowly prying the door open and standing behind the tarp-covered object.

"J. Jonah Jameson, Spencer Smythe, engineer and inventor," the grey-haired man said introducing himself, causing Jameson to look up from his newspaper and put his cigar down. "I've been reading your Anti-Spider-Man articles, and I think I _may _just have the solution you're looking for," he said selling his pitch as he yanked the tarp off the tarp-covered object, tossing it over his shoulder and inadvertently covering Peter. "I give you, the Spider-Slayer!" he said introducing a clumsy-looking steel-grey. It had a roughly-humanoid shape with wheeled feet, tentacle arms, and a monitor on its spherical head.

"Spider-Slayer? Ha! Thing looks like a piece of _scrap_ to me!" Jameson spat slamming his newspaper onto the table. "I'm giving you five point eight seconds to get you _and _your scrap heap out of my office before I call se_curity_!"

_Spider-Slayer? Thing looks like a piece of _junk_, _Peter thought after removing the tarp from his face. _Then again, maybe I can use this to get some new pics. Certainly a lot easier than having to worry about _supervillains _on my tail. _"Now hold on Jonah, maybe this guy has the right idea," Peter said making his presence known. "After all, Spider-Man is a _menace_, making heroes like your _son _look bad by com_parison_."

"Rrrrrrr…" Jameson growled, not liking how that "glory hog" Spider-Man was always flaunting his "freak powers" around and making the good men and women of the city look bad. "Alright, _Smythe_, I'll play your game, but only _after _you show me what this thing can do," he said with crossed arms.

"You won't be disappointed," Spencer said, reaching into his lab coat pocket and pulling out a clear plastic sphere with a few small holes in it. Inside was a large, but common, spider. "Now, it's obvious this _Spider_-Man, is some kind of mutant. For this reason, I designed my Spider-Slayer to detect and seek out the strongest presence of spiders. Now, observe as my Spider-Slayer seeks out the spider in…" he trailed off fishing for a name.

"Peter."

"Peter's hands," he said passing the sphere to the brunette. "Now, all I have to do is turn it on, and let's watch the _magic _happen," he said as he started up a laptop he'd brought with him, tapping a few keys before hitting _**Enter**_. The next moment, the thing's shoulders sprouted numerous tentacles before suddenly shooting towards Peter.

_Oh man! It's going for me and not the spider! _Peter panicked as the Spider-Slayer's tendrils wrapped around him, and not the spider in the plastic sphere he was carrying. "Ga-aack! Crushing… me…" he wheezed as the bot began to put pressure on him.

"So sorry about, just some last-minute calibrations to make," Spencer said pressing a few buttons on the keyboard, the tendrils dropping to the ground as Peter gulped in air. "Uh, here's something for your troubles," he said passing Peter a 20 note.

" . . . Just as long as you don't ask me to do that again," Peter said slipping the impromptu bribe into his pocket. "Well, good luck with your _Spider-Slayer,_" he said walking out, the sarcasm missed on the two. "Wait, what do I do with this spider?" he asked after pressing the elevator button, seeing that it was still in his hands.

"Keep it. I've got dozens more back in my lab," Spencer said as the elevator doors closed.

As soon as Peter had left the office, Jonah asked Spencer, "How soon can your Spider-Slayer be deployed?"

"Immediately," the inventor chuckled, a dark gleam in his eye that would've set of Peter's spider-sense, had he been there. "Of course I _will _have to recalibrate it a bit. Wouldn't want it to attack someone standing _next _to Spider-Man would I?"

* * *

"And you're _sure _you read the contract through and through?" Ben asked from the other end of the line, Peter web-swinging across the city a few minutes later.

"Yes Ben, I did," Peter droned. _"Honestly, it's like he's my _mother_," _he said to himself.

Or so he thought.

"I heard that you know."

_How does he _do _that? _Peter asked before he felt a familiar tingling in his skull. _Uh uh. Spider-Sense, Tingling, _he said as he looked behind him, a familiar robot hopping across the rooftops before launching a metal coil was suddenly launched at him. "Whoa!" he yelped as he pulled himself up on his web line, the metal coil narrowly missing him before he landed on a rooftop, the metal thing following him before stopping across the rooftop. _No way…_

"Well _well _Spider-Man, I'd say it's good to see you again, but it ain't," Jameson's… shirt, said from a monitor on the thing's face. "Now hang up that phone so we can have a little _chat_."

"Uh… Sure… necktie?" he said as he put the phone away.

"Eh? 'Necktie'?" Jonah's voice asked.

"You need to look into the camera," Smythe's voice said.

"Dang new-fangled computers. All they have for cameras are _pin_pricks," the man grumbled as he apparently messed with the laptop on the other end, his face coming up a moment later. "There. Much better."

"Now I'm just looking at your _chin_," Peter stated, a flat expression evident on his mask. "Maybe you should call Tech Support. Take _all _the time you need."

"Don't mock me web-crawler! Because of you, no one read my son's article!"

"Isn't that being biased?" Peter asked, only for four coils to come at him, which he dodged around before leaping into the air and swinging off, the Spider-Slayer chasing after him. _Alright tough guy. Let's see how well that thing does after it's tied _up_? _Peter asked himself as he whirled around and launched a few web lines at its feet to stop it, only for his eyes to widen in shock when the web lines bounced off.

"Noticed huh? This baby's coated in an anti-stick alloy that stops _anything _from sticking to it," Jonah said as it and Spider-Man landed on a rooftop, the thing's tentacles lashing out at the web-slinger, smashing a chimney to gravel in the process. "And these metal coils can smash through _concrete_. In summary, I'm untouchable!" Jonah cackled. "You lose web-freak!"

_Not for long_, Peter thought as he dashed off to the side, the Spider-Slayer following him with impressive speed, given how clunky-looking the thing was. For the next ten minutes, he led the thing on a grand chase across the city, a few people on the street spotting Spider-Man being chased by something, only for the web-swinger to be gone before they could look up again. He even tried web-swinging away, but the Slayer could do that too, but only with a pair of grappling hooks that came out of its chest. Landing on a rooftop to catch his breath, he began to run off only for a bunch of the thing's coils to wrap around his arms, waist, and legs. _Crap! It's got me!_

"I _must _reward Peter Parker for convincing me to _use _the device which has defeated you!" Jonah chuckled from the monitor as Spider-Man struggled against the Slayer's grip. "To prove my gratitude, I'll be unusually generous! I'll even allow him to call me _Jonah _if he wishes!"

_I'd like to reward Peter Parker _also_! With a _brick_! _Peter growled to himself. _How could I have been such a stupid lunk-head?_

* * *

At the same time back with Jonah and Spencer.

"Ah ha! I can't believe that contraption of yours actually _worked_!" Jameson laughed.

"Well my designs _are _patent pending," Smythe said with a grin on his face. "After Stark stopped making weapons, we've essentially had to re-build all the more effective weapons, as well as building some of our own."

"I want to be there and unmask the web-creep myself. How do I make sure he doesn't get out of that thing's grip?" Jonah asked.

"I'll just set the coils on _hold _and… there," he said after pressing a few keys, pulling out his cell phone. "I put a tracker in the Spider-Slayer for just this reason. He's three blocks down. We can get there by taxi if we hurry."

"Alright, but you're splitting the tab," Jonah said as he and Smythe followed him out.

* * *

Back with Spider-Man, the screen on the Spider-Slayer suddenly went dark, but the steel coils still held strong around his frame.

_Geez, what a way to end a day. I suck up to Jameson to get this thing out into the open, try to get some easy money out of it, but _now _I_ _can't even get out. Perfect, _Peter grumbled to himself as he tried to worm his way out. _Hold on… Even if my webbing doesn't stick, no amount of anti-stick material should be able to stop my spider-traction, _he said reaching out for it. Seeing how the monitor was dark, no one should be able to see him doing this.

"Come on… Al…most… there…" he grunted as he stretched his arm forward, finally getting his middle finger onto the Slayer's control panel. With that anchor, he pulled the rest of his hand forward until he'd palmed the control panel, then, with one mighty yank, tore the panel clear off.

_With no controller, this thing doesn't know it's been compromised, _Peter mused as he tried to analyze the wires and what went where. _And that suits me just fine, _he told himself as he got to work, pulling the wire that most likely led to the coils.

* * *

A few minutes later, both Jonah and Smythe ran across the roof where the Spider-Slayer had captured Spider-Man, the web-slinger struggling helplessly in the thing's metal tentacles.

"We've done it Smythe! We've captured Spider-Man!" Jameson said as he ran up to the scene, seeing the web-slinger wrapped in the MK-I's coils. "Look at him… struggling like a rat in a trap! And now, at last, I'll tear off his mask and finally see-" he said unmasking Spider-Man, only for there to be nothing underneath. "Wha-? What's this?"

"Mr. Jameson! What have you done?" Spencer cried as Spider-Man suddenly went limp in the machine's coils.

Meanwhile up on the next rooftop, Peter was smirking to himself as he let the nearly invisible web-lines on his fingers connected to his costume drop.

_This makes up for _every_thing, _he said reaching for his camera. _Even losing my spare costume to see that dumb look on Jonah's ugly pan, _he chuckled to himself as he brought his camera into focus, glad he got one a few models above his hold one. _A little web fluid, some strings, and I had a life-like puppet. Now all I have to do is snap a few pics to chuckle over in my old age, and my _entertainment plan _will be set for when I hang up the webs, _he chuckled to himself, finding the loss of the suit a lesser of two evils.

* * *

"So… What have we _learned_ today?" Ben asked Peter with crossed arms after he'd been briefed on the day's events. It was a short day in comparison to some of the others, but in the blond's opinion, it would only lead to more problems in the future.

"_Not _to underestimate a robot just because it looks like something from the 60s. Or _anyone _for that matter," the brunette sighed. He knew enough about Jameson as a person to know he wouldn't stop at getting an empty Spider-Man costume. He'd work to capture the real deal. _Guy may be a penny-pincher, but he's also one of the richest guys around. I'll have to _not _prompt him into buying off of that Smythe guy again if I can help it._

"Good," the blond said drinking a cup of milk. "The first Spider-Slayer has been defeated, so all you can do is hope that Spencer Smythe guy doesn't design more."

"Yeah. Only reason I didn't get discovered was because I was actually _holding _a spider, and they just though it was my proximity to it that made the Slayer go for me. If he comes up with some kind of Spider-_Radar_, our identities are essentially screwed," Peter huffed.

"Well hey, if it comes down to _that_, just say that a radar is the _cowards _method. I'm sure that hothead Jameson would go for that," the blond stated.

"Truthfully I just hope this all ends. And soon," Peter said to himself. "I can't really imagine how many _more _of those things will come up before they just get the idea to leave me alone."

"If there's one thing I know about people, it's that they don't know when to quit," Ben stated.

"Does this have anything to do with the tri-weekly thumb holds you subject Flash to?"

"Little of Column A, little of Column B," the brunette stated evenly as he took another sip from his glass.

* * *

**Well folks, you read it here. _The _**_**Trilogy of Twin Spiders**_** is now presenting Spencer Smythe's Spider-Slayers. Like with the **_**Vegas 13**_** chapter, I'll have to change some details from the original comic book series to accommodate the teen-centered ****Spectacular Spider-Man**** universe, but I'll try to make it worth the time to read this adaption to a truly fascinating string of enemies.**

**Reason for the shortness was just because the fight was short. That and I had to rely on Plot Summaries. Closest I could get was a Spider-Girl comic I had, and even then it was from her perspective only.**

**Also, just for the record, Jameson **_**is **_**one of the richest men in Manhattan due to running The Bugle or so many years. He's just very frugal with his money, which means he won't spend it so freely even though he **_**could. **_**Him being able to **_**afford **_**those things isn't that much of a stretch. It's alluded to just _how _rich he is later on in the series, but it's never outright stated. Only implied.**


	13. Persona

**Well... If anyone was Following this from last year and wondered whether this was discontinued or not, know that it's not, despite how this chapter coming out is on the anniversary of the previous chapter coming out. Hopefully, it won't happen again and updates will be at _least _more frequent. Had become interested in other things, or had school, or my part-time job, so while this chapter may be a bit short, I hope it in some way makes up for the absence of updates for this story. I'm working on the next season with additional content, as well as the third, so here's me crossing my fingers that I can do more for this story.**

**With all that said, enjoy the metaphorical show.**

* * *

It was a few days after the successful shuttle landing courtesy of John Jameson after the heat shielding had been damaged by an asteroid impact. Thankfully, everything had turned out alright, with no permanent damage to the shuttle apart from some heat shielding that required replacing. The black tar-like smudge was scraped off the side and put in a tank with a radiation warning on the side, and why the two handling it didn't have haz-mat suits, Ben didn't know as he watched the news feed about it once again.

"Really, this is old news. They don't have to beat us over the _head _with it," the blond groaned as he shut off the feed, turning to face the Connors, Gwen, and Edie looking at a large globe-shaped tank set in the middle of the lab, where the black tar-like alien was writhing about, tiny "tendrils" of itself randomly latching onto the casing at half-second intervals as though it were reaching out to something. The next moment his phone began to vibrate, and he picked it up. "Hello?"

"Ben, _please _tell me the ooze has landed," the enthusiastic voice of Peter Parker came over the line.

"If you're referring to the alien grease stain J. Jameson junior brought back, then yes, it _is _back," he said tiptoeing his way towards the alien sample, his own spider-sense sending a miniscule tingling across the back of his skull until he was a mere two yards away from the glass. "I suppose if anything good's come out of it, it's that Dr. Connors is finally over his rut after that armless lizard mutated into a human-sized monster and got loose," he said picking his words, since the government could easily be intercepting their communications.

"I-I have to see it! Can you hook me up?" Peter asked.

"Peter, if _I _have reservations about even being in the same _room_ as this thing, there's no way I want _you _anywhere near it," he said standing next to Martha, who decided to speak up.

"Ben, who is it?"

"Peter. He wants to see the alien grease stain."

"Well tell him he can't come. No visitors, no reporter, and _especially _no photographers," the woman stated.

"Like I just told him, if _I _have reservations even being in the same _room _with this thing, there's no way I want _him _anywhere near this..." he said watching it writhe another minute. "I'll tell you right now, this thing is e-v-i-l _evil_, I'm sure of it," he said shutting off the line.

"Ben, I can understand after Electro, and the Lizard that you'd be paranoid about what comes into the lab, but all the new equipment that's come in is completely, perfectly safe," Gwen assured Ben with a hand on his shoulder.

"I'm just saying, the intuition my mom gave me has been going _nuts _ever since those two cops rolled this thing into the lab," Ben said rubbing the back of his head, his spider-sense going off slightly-stronger now that he was next to the thing. "And at the risk of being redundant, three-for-three, if this thing winds up taking over the body of some poor schmuck and goes on a rampage, I _called _it! And Eddie, do _not _say 'this isn't a science fiction movie', because you do, then you'll jinx us, and then everyone in the room, _will die_."

"Alright, sheesh," Eddie said shaking his hands as he walked away.

"Benjamin, I know there have been... complications in the lab since your parents... passed away," Curt said placing his remaining hand on the blond's shoulder. "But if you're concerned about your own safety, we can give you some time off until we're done researching."

"I'd rather stick around and collect potential weaknesses for the alien invasion, than run scared and hide in the basement," he said slowly placing his hand on the glass. When the entire thing leapt up at him onto the glass with a loud _***THUMP*SQUELCH***_, the blond recoiled with his hand held at the wrist. "See! I _told _you that thing's looking for a host!" he cried out as he pointed at the thing as it rolled back into the bottom of the tank, his spider-sense having gone absolutely CRAZY the moment that thing leapt up at him. It wasn't going off _now_, meaning it couldn't bust its way out of the tank, or at least not on its own, but it was a _definite _threat if his omnipresent threat detection system was going off like it had.

"Ben, the subject is merely responding to outside stimuli. Your concerns are completely unfounded," Martha assured him placing her own hand on the glass, only for the life form to _not _leap up at her like it had with Ben and invalidating her statement.

"For the love of God, I _swear, _you should've listened to me and gotten the purge controls when you had the chance," Ben groaned as he fisted his hair and proceeded to go as far from the tank in the back of the room as possible.

"If it makes any difference, the thermostat controls can be set to thirty below zero," Eddie said looking up from his clipboard. "Cold enough to kill _any _form of organic matter, alien or otherwise."

"Hey, even if this thing _doesn't _turn out to be some kind of... parasitic... symbiotic... _symbiote_..." Ben said trying to find the right word. "I can almost guarantee _some _curious astronaut touched this thing with his bare hands, and will turn into some kind of crazed lunatic that wrecks half the city worse than the _Lizard _did."

* * *

The next day after school, while Eddie was tearing Peter down at the ESU Labs after Peter supposedly failed to call the cops while taking pictures, Ben was at his part-time workplace, the Daily Grind, listening in on some of the buzz of the city as he made coffee. Despite how some people meet at coffee shops to have conversations in private, if you have your ear trained to the ground, you can pick up on some pretty interesting gossip. Some may be for when certain stocks will jump up in value, others may be for planned crimes _–which naturally he passes onto Spider-Man-_, and there's the occasional breakup that gets pretty entertaining. The place isn't as big as the Silver Spoon, but it isn't small either, so while a _normal _person might not be able to pick out a single conversation from the cacophony, body-wide spider-based mutations tend to make a person's senses a _liiitle _bit sharper.

At the moment everyone was slamming Spider-Man for the supposed bank robbery, or saying things like 'I knew it', or just plain throwing insults around. It made Ben kind of sick to hear people changing their opinions on a dime like that. First they say he's doing a good thing, then they go right around and turn on him like Dr. Frankenstein's monster. Clenching his jaw as to remain flexible amongst the hypocritical creatures called _'humans'_ so he doesn't lash out at them, he finishes his order before calling out-

"Mr. Lee, your coffee," the blond said handing a piping hot Styrofoam cup of coffee to an aging gentleman with a white moustache, whiting hair colored gray at the top with sepia-lensed framed glasses on his face.

"Thanks kid," the old man said with a smile taking the heated beverage. "And please, call me Stan, Mr. Lee is my father."

"Haha, alright, Stan," the blond chuckled. The book-writer/dock worker had been coming to the Daily Grind for as long as it was open, and just like the other employees have done before moving onto something bigger, the old man had befriended Ben pretty quickly. "So, Stan. You believe any of that stuff about Spidey going crooked?"

"Hey, _anyone _can put on a show and trick people. It's the _smart _ones like _us_ that can see through the lies," Stan said tapping the side of his head, a couple liver spots below his hairline.

"I hear that. You see this joker's wrists?" he said pulling up a copy of the Daily Bugle, on it a picture of "Spider-Man" robbing the bank. "Spider-Man's web-shooters do _not _show. Him sticking on the walls? Anyone can put suction cups on his hands and feet. The jumping? Springed shoes. Insect Early _Warning _System," he spat at the bad terminology. "He could've had someone on the inside or just watching the cameras. Really, anyone who sees stuff at face value are a bunch of schmucks."

"To the schmucks!" Stan said raising to a toast, Ben clinking with an empty cup before getting back to work. As he did so, going back to the kitchen to clean the mugs for the last part of the shift before going home, the blond reflected on Peter's account of the break-in at ESU Labs. _Spider-Man _was about to take a picture of the alien grease stain from the lab's skylight, when suddenly a white-haired cat burglar in, you guessed it, a catsuit lined with white fur and a domino mask tries to take the sludge.

Before she made her getaway, "Black Cat" mentioned something of how a captain of industry wanted the sludge. Of course, "captain of industry" could be _anyone _in the world of capitalism, but it was the bit at the _end _that bothered Ben the most. Peter told him Dr. Connors was _there_, and by that I mean _right _there, so why didn't he call the cops?

Well... With the way he'd figured things, his body-wide mutations having giving his _brain _a boost as well as his body, he was able to narrow down what happened to two possible demographics. One, the Dr. Connors that was there that night was a _fake_ and was going to make off with the ooze had it not up-and-disappeared on its own; he took the possibility that it'd do that into account since it _did _consciously leap up at him when he put his hand on the glass. Two, the Dr. Connors that was there was the _real_ one, and was going to sell the alien life form to the highest bidder on his own accord.

Either way he couldn't come out in the open with his findings for a number of reasons. If the first one were true, not only would that mean the original was tied up in a closet somewhere, but if the perpetrator was found out, he may do something drastic. While he was confident in his own ability to avoid gunfire at long, maybe _medium_ range, and accredit it to adrenaline after the dust settled, he couldn't say the same for the others; especially Eddie who had the largest "target profile" of everyone there. If the second were true and Connor had been found out, he may purposefully inject himself with the "Lizard Serum" and go on another rampage. This time around -_hypothetically_- there would be _no _helping him, otherwise it'd be considered "aiding and abetting a criminal", and he'd make the hard choice and sell Dr. Connors out if he had to.

Better _one _man who's a crazed bio-geneticist go to jail and not be on the loose, than his so-called accomplices be locked up while the man himself is on the loose with no one to stop him.

Still, even with both theories taken into account, that still left the matter of the little _pretender _unaccounted for. Obviously it wasn't _Peter _doing it, Ben trusted the strength of his moral fiber after what happened with Uncle Ben. Whoever _was _doing it was obviously doing it to make a quick buck as well as make Spider-Man look bad. The only problem was, since _every _crooked human being in Manhattan had a thing against the spider, it'd be faster to make a list of the people who _didn't _have anything to do with the pretender than the people who _did _have an axe to grind.

_And then there's the fact that the alien grease stain just happened to disappear. How does something with the consistency of watered-down tarmac just _crawl _away? _the blond wondered to himself. _Note to self: If Peter walks back into the house in an all-black costume, find a gong or a really big bell or something, because _that _is the only way to inflict pain to that thing without hurting Peter too, _he added at the end. As for why he knew the "symbiote" could be hurt by _sound_...

**Mini-Flashback**

"Jesus Christ... this thing gives me the _creeps_," Ben shuddered as he walked by the self-dubbed "symbiote" once more, trailing a finger along the glass and causing the thing to leap up at him. "Seriously, this thing will get someone _hurt_... and it'll probably be _me_," he sighed as he shook his head, the earphones connected to his MP3 slipping out and banging against the glass, the creature letting out a minute _***SKREEEEEEE* **_noise before falling to the bottom of the tank.

" . . . " was Ben's expression as he watched the thing writhe and convulse in the bottom of the tank. Looking around to see whether or not anyone was around, knowing PETA would have a _fit –or the whole _zoo_- _if they caught wind of him potentially torturing the alien life form with heavy metal. While he preferred country, he liked mixing things up.

**Mini-Flashback End**

"I _reeeally _hope Peter doesn't come back home wearing black," he sighed to himself. Some people may consider it _unethical_ to torture a sound-vulnerable alien life form, but none of _them _had been attacked by zombies, flattened by ex-quarterbacks sent flying by giant man-lizards, electrocuted by man-eels, or whatever fate would befall him next. "Really, this trend probably won't stop until I'm in a _wheelchair_. Or continue even _after _I'm in a wheelchair. I must've been _horrendously _cruel to puppies in a past life to get kicked around like this," he said popping his neck a few cricks.

* * *

_I wonder... Am I really in the right, keeping this suit? I mean _sure _it helped me save that one guy from crashing and burning, but despite the people it can help... _Peter thought to himself as he web-swung across the city looking for _some _lead as to who was running around in red and spider-accented blue. _Nah, I've got _other _things to worry about right now. Like finding the guy ruining my friendly Spider-Man name, _he trailed off, his mind unknowingly being influenced by the composition of his costume into _keeping _it.

"Never thought I'd be on the lookout for _me,_" Peter thought to himself as he made a sharp left turn without looking. Ben may've been able to annotate the _parameters _of their full-body mutations, or at least to an extent, but _he'd _been doing the real thing for months. Why did he not need to look where he was going when he was web-swinging? The Spider-Sense gave him an omni-present perception of his surroundings, allowing him to do what he did on the fly, practically automatic.

"Hey! Crime spree!" a familiar catsuit-clad woman with white hair and a killer figure called out from her perch atop an eagle statue. "I was _hoping _you'd swing this way again."

"Cat, listen, I'm _innocent,_" Peter defended. _For the bank robberies at least_.

"Obviously. Doesn't that impostor know black is the new red-and-blue?"

"I'll turn him _black-_and-blue. _*sigh* _If I knew where to _find _him."

"Well, as it happens," Black cat said as she suddenly rapelled down the building from her waist-mounted cable, Spider-Man following after, the two bounding across the rooftops and repeating before coming up to the docks, a large yacht in port with dozens of rich-looking socialites boarding.

"How can you be so sure he'll hit here?" Peter asked, wondering where all that wire was kept. Seriously, they must've gone at _least _half a mile.

"I think like a thief. A boat filled with over-dressed fat cats is a can't-_miss _proposition," she said tapping the side of her dark blue domino mask, golden cat-like lenses sliding into place over deep green eyes. "Ooooh. Mayor Waters is wearing the Stiveson Tiger. I _want _it."

"Cat. No door prizes," Spider-Man chided, a police helicopter swooping around the corner of the building. "Try focusing on how we get aboard."

"Please, I'm a professional. I come prepared," the woman replied.

* * *

"Sweet ride," Peter complimented from the back of Black Cat's midnight black jet ski.

"Haven't you heard? Crime pays."

"I'm not listening. Lala lalalalalala," he hummed placing his hands on his ears, hardly dissuaded by Black Cat swerving out of the way of a searchlight.

"Hmhmha. Almost there. Hold on tight."

"Don't worry. I don't slip."

"_Not _why I said that," the woman flirted, Spider-Man nervously leaping off the jet ski and onto the side of the boat. "Oooh. My Kitty-Sense is _purring_," she, you guessed it, purred, as she watched Spider-Man's lithe black-clad flank disappear over the railing. Give ya 20 cents to guess which flank she's eyeing.

* * *

**Elsewhere.**

Meanwhile in Upper Manhattan while Spider-Man snuck onto Mayor Water's boat to clear his name, we now turn our attention to the Stark International: New York Branch Building. Now, Stark International is practically a household name, next to Captain America and the Crimson Skull amongst the older set. And of course, Stark International wouldn't be Stark International without its CEO, Tony Stark, who had changed the company's name from Stark Industries after some… unsavory employee issues. Let's just say things were messy and leave it at that.

Off the records, Tony had been abducted by terrorists while premiering a new missile for the U.S. Military while in Afghanistan called the Jericho, and held for under a week in a cave where he was ordered to build a missile of the same type to "cleanse the homeland, blah blahblah blahblah". However, with the help of a man named Yinsen, he was able to develop what would become the first in a long line of Variable Threat Response Battle Suit, the Iron Man. After his escape, he shut down all weapons plants, and long story short, there was a change in management in the company. Afterwards in a press conference after he nearly leveled half of upper Manhattan, he revealed that he _was _Iron Man, opening a political can of worms he should've never seen the bottom of. That aside, you could add _supherhero _to the billionare playboy philanthropist title.

On another note, when Tony ceased making weapons, that unintentionally brought about the Super-Mercenary business, who's industry was dominated by OsCorp, TriCorp, and covertly, SHIELD and AIM. The reason for this being that since the last great weapon that Stark Industries had made was the Jericho Missile, weapon supplies of that caliber were dwindling to the point of near-extinction, and so Super-Mercenaries were now being designed to replace conventional weapons of mass destruction.

It was at this moment that the man himself, Tony Stark, was finishing up in his office. Or _would _have were it not for the human silhouette crawling up the side of his building, spotted _just _out of the corner of a security camera. Unlike most thieves, this one didn't head for an air duct or a _–non-existant- _security blind spot, but was instead scaling the roof with what appeared to be his bare hands and feet. To do so would leave plenty of evidence of him being there, so the biggest question on his mind was-

"Why?" he wondered, the figure seeming to be heading for the top office. His. "What's he up to now?" he wondered as the figure pulled out a length of wire and began to fiddle with the skylight, dropping down into his office, which he was still in, a moment later. He was wearing a black form-fitting bodysuit and ski-mask with white-lens aviator's goggles, a black red-trimmed sling bag over his shoulder, his hands and feet completely bare _–and a bit dirty from the climb-_. Reaching into his pocket, the teen-sized figure then pulled out a piece of scrap paper and a pen. Scribbling something down, he then tossed it to Stark, the man staring at his would-be infiltrator before looking down to the piece of paper that had fluttered onto his desk, an eyebrow raising at the familiar name that greeted him.

**Dawn Eleanor Madison**

"I hadn't _heard _that name in a while," Tony remarked as he read the paper. The handwriting was familiar to the owner of the person written on the paper, though with a little _something _mixed in.

"Good. You still remember my mother," the masked figure said as he pulled off his goggles, dropping them around his neck before pulling the ski-mask off revealing an above-average face with blond hair and blue eyes. "I assume you know what I'm here for?" he asked before the door to the office was suddenly kicked open, a fiery red-head storming into the room and shooting Tony a menacing glare.

"Tony! What the hell is _this_?-!" a stern but feminine voice demanded as she waved her hands at the barefoot blond.

_Of course. She chooses _this _moment to walk into the room, _Tony groaned to himself.

"Relax miss, Tony isn't my bastard father," the blond said waving his hand off. "However he _did _date my mother during sophomore year at the boarding school they both went to. That aside… I need your help, Tony."

"I see… And your mother?" Tony asked, leaving Pepper completely out of the loop.

"Dead," the blond said plainly, Tony closing his eyes with a sigh before he looked back up at the blond.

"Shit happens," he said in a neutral expression.

"Tony!" Pepper cried out in outrage.

"No, it's okay miss," Ben said hoping to save Tony some face with his… secretary? There may've been a million videos on youtube where Tony had no clothing on, but even then there wasn't too much info out on Tony's personal life. Big shocker considering all the eyes that were on him after he let the cat out of the bag. The _iron _cat. You know what I mean.

"So…" Tony said lacing his fingers together, noting that the blond in front of him had his mother's eyes, though the hair probably belonged to the man she married. "What can I do for you today, Spider-Man?" he asked, the red-head's eyes widening as the blond shook his head.

"Close but no," the blond replied, much to the two's confusion. "Another guy with my height and build got his powers in the same way I did. Only difference is he took to the city in a spider-themed onesie and I spent my days in a lab," he explained. "As for the reason I'm here… I want to make you an offer," he said outright.

"_Really_?" Tony asked with an eyebrow raised. "So tell me then. What can the _not_-Spider-Man offer Stark International?" he asked in a mirthful tone. Under normal circumstances he would've humored the teen before going Iron Man on his butt and thrown him out, but if his claims about having similar powers to Spider-Man when he _wasn't _Spider-Man were true, they may be able to help one another. It also may've helped that the kid was Dawn's son. The woman herself never treated him any differently just because he was rich, a breath of fresh air since the only reason they were at the same boarding school was that she was there on a scholarship.

"If you've watched any news, you've probably noticed that Spider-Man is hardly ever taken by surprise," the blond started as he laced his fingers together, kicking back in the easy chair sitting across from Stark's desk in his panoramic view office. "Long-story short, anything short of a vivisection, I'm willing to offer you a spot on the cutting room floor for the potential mechanization of myself and Spider-Man's greatest and most powerful defense mechanism. The Spider-Sense," he said drawing a folder from his sling bag before tossing it to Tony. The man looked it over for a few moments, noting the accurate notes that were taken, though there were a few understandable gaps in the data, such as what _caused _the "tingly" sensation in the back of his and/or Spider-Man's skull when there was eminent danger. "In return, all I ask is that you may be channel some… funds, into Spider-Man's efforts to fighting crime in New York. Since Stark Industries became Stark International, super-mercenaries have been thrown off the assembly line one after another and are starting to become a major problem to public safety. I don't doubt yours and Iron Man's abilities to resolve problems in the far east, or even _worldwide _for that matter, but a little help on your own doorstep would be nice. If you're willing to offer it that is."

"You're saying this all on the assumption that I don't plan on persecuting you for breaking and entering," Tony said with a wry grin as he went over to the wine rack and pulled a couple bottles off the shelf. "Martini?" he asked as he began mixing the cocktail.

"Tony!"

"No thanks, I don't drink," Ben returned as Pepper cried out at the prospect of giving an alcoholic beverage to a minor.

"Suit yourself," Tony said mixing the cocktail of gin and vermouth together, dropping an olive into the mix. "So, this… _Spider-Sense_ of yours…" he said sloshing the drink about. "It's a naturally-occurring sensation that gives you omnipresent detection of your surroundings? No chemical additives or genetic experimentation?"

"Does being bit by a genetically-modified spider count as the latter?"

"Was it intentional?"

"No."

"Then no," Tony replied as he took a sip of his cocktail. "This new _black _Spider-Man. You know anything about it?"

"No. That's new to me too, though since I work at ESU Labs, I've been connecting the dots..." the blond said scratching his chin. "Anyway, do you have a deal?"

"Well, I _do _have a project involving Artificial Intelligence," Tony said stroking his goatee. "I've been looking into acquiring a _template _to work off of for the 'human element', and Pepper doesn't want _two _of me floating around," he said jovially causing the woman to huff.

"Really," Ben said tapping his fingers together as he sipped his coffee. "Tell me more," he requested as he leaned back in the easy chair, Pepper leaving the boys to "talk", even if she had _no _idea where their conversation had gone, or even _started. _Still, at least the would-be trespasser wasn't Tony's _bastard child_. Even with most of Tony's past business _–AKA sexual harassment lawsuits- _more or less settled, FINALLY, the fallout from an abandoned child would _not _do wonders for Tony's reputation and social standing. Or at least not in the _good _way.

* * *

A half-hour later back on dry land, Chameleon, the man who had been impresonating Spider-Man, as well as his two accomplices, were loaded into the back of a police truck pending processing. Fake-Spidey tried robbing everyone on Mayor Water's boat while doing more damage to his reputation, but the genuine article appeared and took him down with little to no trouble. Though they tried to run, the "Black Suit" as Peter called it really helped him out, doing things the original suit _couldn't_. It was as the doors were being closed that George Stacy faced the black-clad Spider-Man.

"I'm satisfied you're innocent, Spider-Man. We'll find out what Chameleon did with the ET."

"Actually, I sort of-" Spider-Man began to say in response, only for a voice not unlike his own to cut in.

_**"What are you**** doing? You tell the truth and they'll take the suit away, and you **_**need _its power... to, help people._**_**"**_

"I, sort of figured you'd say that," he finished, not noticing how the voice in his head sounded almost... _unsure _of itself at the end. Like it was trying to cover up something. Not that he was in the mood to look a gift horse _-or alien- _in the mouth.

"Then I'll say this too," George returned. "As long as you wear a mask, some folks will always wonder."

"Night captain," Stan Carter, partner to Jean DeWolff, said in passing as he clocked out.

"Captain Stacy!" Mayor Waters cried out in panic. "The Tiger! It's not here!" she shouted as she held out the now-empty bag, after everyone's expensive _-and over-indulgent- _belongings had been returned to them.

"Alright, Chameleon. Where's-" George said opening up the back of the police truck, surprised to see in Chameleon's place, that Stan Carter had been tied and gagged, left only in his underpants between the now-escaped criminal's accomplices. Despite today's victory, the Chameleon, a Russian spy wanted in several countries, had escaped Scott-Free.

* * *

**Elsewhere.**

Half an hour after things went down on the yacht, Black Cat was sitting atop the nape of the same eagle-shaped statue she and Spider-Man had met up at before their little raid on the boat, privately enjoying the prize she acquired; the Stiveson Tiger, for her own benefit of course. Stashing it in the back of her belt, the black-clad wall-crawler came her way, the entire affair having gone off without a hitch.

"We made a pretty good team. Maybe _you _should change sides," he opened casually, though she kept quiet, as to keep up the allure. "Okay then... Why _did _you help me?"

"You _really _don't know," she chuckled mirthfully as she lowered the spider-teen's mask just above the tip of his nose and locking lips with his, the teen's eyes widening while Black Cat admired her prize before stashing it within her belt, leaving the black-clad hero shocked speechless.

"W-Wow, Cat. I had no idea you... felt that way..." Peter stammered as the gears in his head began spinning again, only to realize he was now alone. "Uh... Cat? Here... kitty, kitty, kitty... Ooogh," he groaned, having been completely blindsided by his first kiss. Not that anyone apart from Ben would _believe _him, but still... "Maybe I should get myself a girlfriend. Make putting up with all this bum rap a lot _easier_," he thought absentmindedly.

* * *

**Just a little sneak peek of things to come if you can read underneath the underneath. You know what I'm saying? Hope you like the little bit at the end, to any of those still reading after going so long without updating this story. Like the "trilogy" of this story's title states, there WILL be a third season, the story divided between seasons 1 & 2 before 3 is all-original.**

**Also, for the things I skipped, they haven't been changed from what was shown in-series, so if you want a repetition of what happened, watch Episode 10 of Season 1.**


End file.
